Delaware
|
|
001-35172
|
|
27-3427920
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Trading Symbols
|
|
Name of Each Exchange on Which Registered
|
Common units representing Limited Partner Interests
|
|
NGL
|
|
New York Stock Exchange
|
Fixed-to-floating rate cumulative redeemable perpetual preferred units
|
|
NGL-PB
|
|
New York Stock Exchange
|
Fixed-to-floating rate cumulative redeemable perpetual preferred units
|
|
NGL-PC
|
|
New York Stock Exchange
|
Emerging growth company
|
|
☐
|
Item 8.01.
|
Other Events.
|
|
Part II, Item 6. Selected Financial Data;
|
|
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations;
|
|
Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk; and
|
|
Part II, Item 8. Financial Statements and Supplementary Data.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
23.1
|
|
|
99.1
|
|
|
101
|
|
Cover Page formatted as Inline XBRL
|
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH*
|
|
Inline XBRL Schema Document
|
101.CAL*
|
|
Inline XBRL Calculation Linkbase Document
|
101.DEF*
|
|
Inline XBRL Definition Linkbase Document
|
101.LAB*
|
|
Inline XBRL Label Linkbase Document
|
101.PRE*
|
|
Inline XBRL Presentation Linkbase Document
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
*
|
The following documents are formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2019 and 2018, (ii) Consolidated Statements of Operations for the years ended March 31, 2019, 2018, and 2017, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2019, 2018, and 2017, (iv) Consolidated Statements of Changes in Equity for the years ended March 31, 2019, 2018, and 2017, (v) Consolidated Statements of Cash Flows for the years ended March 31, 2019, 2018, and 2017, and (vi) Notes to Consolidated Financial Statements.
|
|
NGL ENERGY PARTNERS LP
|
||
|
By:
|
NGL Energy Holdings LLC,
|
|
|
|
its general partner
|
|
Date: November 22, 2019
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
|
|
Robert W. Karlovich III
|
|
|
|
Chief Financial Officer
|
/s/ GRANT THORNTON LLP
|
|
|
|
Tulsa, Oklahoma
|
|
November 22, 2019
|
|
|
|
Year Ended March 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands, except per unit data)
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
17,820,620
|
|
|
$
|
10,370,772
|
|
|
$
|
7,477,522
|
|
|
$
|
7,318,199
|
|
|
$
|
12,613,349
|
|
Total cost of sales
|
|
$
|
17,162,275
|
|
|
$
|
9,702,869
|
|
|
$
|
6,997,177
|
|
|
$
|
6,741,546
|
|
|
$
|
12,063,677
|
|
Operating income (loss)
|
|
$
|
76,729
|
|
|
$
|
163,832
|
|
|
$
|
228,535
|
|
|
$
|
(225,524
|
)
|
|
$
|
6,652
|
|
Interest expense
|
|
$
|
164,725
|
|
|
$
|
199,150
|
|
|
$
|
149,601
|
|
|
$
|
132,665
|
|
|
$
|
109,853
|
|
Loss (gain) on early extinguishment of liabilities, net
|
|
$
|
12,340
|
|
|
$
|
23,201
|
|
|
$
|
(24,727
|
)
|
|
$
|
(28,532
|
)
|
|
$
|
—
|
|
(Loss) income from continuing operations
|
|
$
|
(129,450
|
)
|
|
$
|
(45,981
|
)
|
|
$
|
117,613
|
|
|
$
|
(311,536
|
)
|
|
$
|
(58,047
|
)
|
Net (loss) income from continuing operations allocated to common unitholders
|
|
$
|
(221,098
|
)
|
|
$
|
(106,297
|
)
|
|
$
|
80,434
|
|
|
$
|
(370,862
|
)
|
|
$
|
(112,611
|
)
|
Basic (loss) income from continuing operations per common unit
|
|
$
|
(1.80
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.75
|
|
|
$
|
(3.54
|
)
|
|
$
|
(1.30
|
)
|
Diluted (loss) income from continuing operations per common unit
|
|
$
|
(1.80
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.72
|
|
|
$
|
(3.54
|
)
|
|
$
|
(1.30
|
)
|
Cash Flows Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
337,250
|
|
|
$
|
137,967
|
|
|
$
|
(25,038
|
)
|
|
$
|
354,264
|
|
|
$
|
262,831
|
|
Net cash provided by (used in) investing activities
|
|
$
|
453,473
|
|
|
$
|
270,582
|
|
|
$
|
(363,126
|
)
|
|
$
|
(445,327
|
)
|
|
$
|
(1,366,221
|
)
|
Net cash (used in) provided by financing activities
|
|
$
|
(794,245
|
)
|
|
$
|
(394,281
|
)
|
|
$
|
371,454
|
|
|
$
|
80,705
|
|
|
$
|
1,134,693
|
|
Cash distributions paid per common unit
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
2.54
|
|
|
$
|
2.37
|
|
Balance Sheet Data - Period End
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
5,902,493
|
|
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
|
$
|
5,560,155
|
|
|
$
|
6,655,792
|
|
Total long-term obligations, net of debt issuance costs and current maturities
|
|
$
|
2,223,708
|
|
|
$
|
2,853,254
|
|
|
$
|
3,143,030
|
|
|
$
|
3,155,062
|
|
|
$
|
2,838,052
|
|
Total equity
|
|
$
|
2,277,818
|
|
|
$
|
2,086,095
|
|
|
$
|
2,166,802
|
|
|
$
|
1,694,065
|
|
|
$
|
2,693,432
|
|
•
|
Crude Oil Logistics
|
•
|
Water Solutions
|
•
|
Liquids
|
•
|
Refined Products and Renewables (see “Dispositions” below)
|
|
|
Crude Oil Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2019
|
|
$
|
42.53
|
|
|
$
|
76.41
|
|
|
$
|
60.14
|
|
2018
|
|
$
|
42.53
|
|
|
$
|
66.14
|
|
|
$
|
64.94
|
|
2017
|
|
$
|
35.70
|
|
|
$
|
54.45
|
|
|
$
|
50.60
|
|
|
|
Conway, Kansas
|
|
Mt. Belvieu, Texas
|
||||||||||||||||||||
|
|
Propane Spot Price Per Gallon
|
|
Propane Spot Price Per Gallon
|
||||||||||||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
|
Low
|
|
High
|
|
At Period End
|
||||||||||||
2019
|
|
$
|
0.50
|
|
|
$
|
0.88
|
|
|
$
|
0.55
|
|
|
$
|
0.58
|
|
|
$
|
1.11
|
|
|
$
|
0.64
|
|
2018
|
|
$
|
0.53
|
|
|
$
|
0.98
|
|
|
$
|
0.66
|
|
|
$
|
0.57
|
|
|
$
|
1.02
|
|
|
$
|
0.80
|
|
2017
|
|
$
|
0.35
|
|
|
$
|
0.89
|
|
|
$
|
0.56
|
|
|
$
|
0.42
|
|
|
$
|
0.93
|
|
|
$
|
0.61
|
|
|
|
Butane Spot Price Per Gallon
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2019
|
|
$
|
0.71
|
|
|
$
|
1.51
|
|
|
$
|
0.75
|
|
2018
|
|
$
|
0.64
|
|
|
$
|
1.12
|
|
|
$
|
0.78
|
|
2017
|
|
$
|
0.52
|
|
|
$
|
1.42
|
|
|
$
|
0.75
|
|
|
|
Gasoline Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2019
|
|
$
|
52.45
|
|
|
$
|
95.35
|
|
|
$
|
79.62
|
|
2018
|
|
$
|
59.24
|
|
|
$
|
89.88
|
|
|
$
|
84.75
|
|
2017
|
|
$
|
53.44
|
|
|
$
|
71.40
|
|
|
$
|
71.40
|
|
|
|
Diesel Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2019
|
|
$
|
69.81
|
|
|
$
|
102.36
|
|
|
$
|
82.88
|
|
2018
|
|
$
|
57.32
|
|
|
$
|
89.71
|
|
|
$
|
85.19
|
|
2017
|
|
$
|
45.13
|
|
|
$
|
71.58
|
|
|
$
|
66.09
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Total revenues
|
|
$
|
17,820,620
|
|
|
$
|
10,370,772
|
|
|
$
|
7,477,522
|
|
Total cost of sales
|
|
17,162,275
|
|
|
9,702,869
|
|
|
6,997,177
|
|
|||
Operating expenses
|
|
233,313
|
|
|
194,096
|
|
|
173,623
|
|
|||
General and administrative expense
|
|
107,407
|
|
|
97,979
|
|
|
100,839
|
|
|||
Depreciation and amortization
|
|
211,973
|
|
|
208,398
|
|
|
179,613
|
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
34,296
|
|
|
(17,118
|
)
|
|
(208,982
|
)
|
|||
Revaluation of liabilities
|
|
(5,373
|
)
|
|
20,716
|
|
|
6,717
|
|
|||
Operating income
|
|
76,729
|
|
|
163,832
|
|
|
228,535
|
|
|||
Equity in earnings of unconsolidated entities
|
|
2,533
|
|
|
7,539
|
|
|
3,830
|
|
|||
Revaluation of investments
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|||
Interest expense
|
|
(164,725
|
)
|
|
(199,150
|
)
|
|
(149,601
|
)
|
|||
(Loss) gain on early extinguishment of liabilities, net
|
|
(12,340
|
)
|
|
(23,201
|
)
|
|
24,727
|
|
|||
Other (expense) income, net
|
|
(30,414
|
)
|
|
6,352
|
|
|
26,420
|
|
|||
(Loss) income from continuing operations before income taxes
|
|
(128,217
|
)
|
|
(44,628
|
)
|
|
119,546
|
|
|||
Income tax expense
|
|
(1,233
|
)
|
|
(1,353
|
)
|
|
(1,933
|
)
|
|||
(Loss) income from continuing operations
|
|
(129,450
|
)
|
|
(45,981
|
)
|
|
117,613
|
|
|||
Income (loss) from discontinued operations, net of tax
|
|
468,845
|
|
|
(23,624
|
)
|
|
26,261
|
|
|||
Net income (loss)
|
|
339,395
|
|
|
(69,605
|
)
|
|
143,874
|
|
|||
Less: Net loss (income) attributable to noncontrolling interests
|
|
20,206
|
|
|
(240
|
)
|
|
(6,832
|
)
|
|||
Less: Net loss (income) attributable to redeemable noncontrolling interests
|
|
446
|
|
|
(1,030
|
)
|
|
—
|
|
|||
Net income (loss) attributable to NGL Energy Partners LP
|
|
$
|
360,047
|
|
|
$
|
(70,875
|
)
|
|
$
|
137,042
|
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
3,011,355
|
|
|
$
|
2,151,203
|
|
|
$
|
860,152
|
|
Crude oil transportation and other
|
|
161,336
|
|
|
122,786
|
|
|
38,550
|
|
|||
Total revenues (1)
|
|
3,172,691
|
|
|
2,273,989
|
|
|
898,702
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
2,939,702
|
|
|
2,120,640
|
|
|
819,062
|
|
|||
Cost of sales-derivative (gain) loss
|
|
(1,085
|
)
|
|
7,021
|
|
|
(8,106
|
)
|
|||
Operating expenses
|
|
53,352
|
|
|
47,846
|
|
|
5,506
|
|
|||
General and administrative expenses
|
|
6,512
|
|
|
6,584
|
|
|
(72
|
)
|
|||
Depreciation and amortization expense
|
|
74,165
|
|
|
80,387
|
|
|
(6,222
|
)
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
107,424
|
|
|
(111,393
|
)
|
|
218,817
|
|
|||
Total expenses
|
|
3,180,070
|
|
|
2,151,085
|
|
|
1,028,985
|
|
|||
Segment operating (loss) income
|
|
$
|
(7,379
|
)
|
|
$
|
122,904
|
|
|
$
|
(130,283
|
)
|
|
|
|
|
|
|
|
||||||
Crude oil sold (barrels)
|
|
48,366
|
|
|
39,626
|
|
|
8,740
|
|
|||
Crude oil transported on owned pipelines (barrels)
|
|
42,564
|
|
|
33,454
|
|
|
9,110
|
|
|||
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
5,232
|
|
|
6,159
|
|
|
(927
|
)
|
|||
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
2,564
|
|
|
2,641
|
|
|
(77
|
)
|
|||
Crude oil inventory (barrels) (2)
|
|
827
|
|
|
1,219
|
|
|
(392
|
)
|
|||
Crude oil sold ($/barrel)
|
|
$
|
62.262
|
|
|
$
|
54.288
|
|
|
$
|
7.974
|
|
Cost per crude oil sold ($/barrel)
|
|
$
|
60.758
|
|
|
$
|
53.694
|
|
|
$
|
7.064
|
|
Crude oil product margin ($/barrel)
|
|
$
|
1.504
|
|
|
$
|
0.594
|
|
|
$
|
0.910
|
|
|
(1)
|
Revenues include $36.1 million and $13.9 million of intersegment sales during the years ended March 31, 2019 and 2018, respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of March 31, 2019 and March 31, 2018, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Wastewater disposal service fees
|
|
$
|
189,947
|
|
|
$
|
149,114
|
|
|
$
|
40,833
|
|
Sale of recovered hydrocarbons
|
|
72,678
|
|
|
58,948
|
|
|
13,730
|
|
|||
Other service revenues
|
|
39,061
|
|
|
21,077
|
|
|
17,984
|
|
|||
Total revenues
|
|
301,686
|
|
|
229,139
|
|
|
72,547
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Cost of sales-excluding impact of derivatives
|
|
2,668
|
|
|
2,150
|
|
|
518
|
|
|||
Cost of sales-derivative (gain) loss
|
|
(13,455
|
)
|
|
17,195
|
|
|
(30,650
|
)
|
|||
Operating expenses
|
|
130,748
|
|
|
105,200
|
|
|
25,548
|
|
|||
General and administrative expenses
|
|
6,615
|
|
|
2,623
|
|
|
3,992
|
|
|||
Depreciation and amortization expense
|
|
108,162
|
|
|
98,623
|
|
|
9,539
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(138,204
|
)
|
|
6,863
|
|
|
(145,067
|
)
|
|||
Revaluation of liabilities
|
|
(5,373
|
)
|
|
20,716
|
|
|
(26,089
|
)
|
|||
Total expenses
|
|
91,161
|
|
|
253,370
|
|
|
(162,209
|
)
|
|||
Segment operating income (loss)
|
|
$
|
210,525
|
|
|
$
|
(24,231
|
)
|
|
$
|
234,756
|
|
|
|
|
|
|
|
|
||||||
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
Permian Basin
|
|
461,456
|
|
|
289,360
|
|
|
172,096
|
|
|||
Eagle Ford Basin
|
|
270,849
|
|
|
235,713
|
|
|
35,136
|
|
|||
DJ Basin
|
|
161,010
|
|
|
113,771
|
|
|
47,239
|
|
|||
Other Basins
|
|
53,799
|
|
|
68,466
|
|
|
(14,667
|
)
|
|||
Total
|
|
947,114
|
|
|
707,310
|
|
|
239,804
|
|
|||
Solids processed (barrels per day)
|
|
6,957
|
|
|
5,662
|
|
|
1,295
|
|
|||
Skim oil sold (barrels per day)
|
|
3,567
|
|
|
3,210
|
|
|
357
|
|
|||
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.55
|
|
|
$
|
0.58
|
|
|
$
|
(0.03
|
)
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.21
|
|
|
$
|
0.23
|
|
|
$
|
(0.02
|
)
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.38
|
|
|
$
|
0.41
|
|
|
$
|
(0.03
|
)
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
1,179,087
|
|
|
$
|
1,203,486
|
|
|
$
|
(24,399
|
)
|
Cost of sales-excluding impact of derivatives
|
|
1,111,678
|
|
|
1,165,414
|
|
|
(53,736
|
)
|
|||
Cost of sales-derivative loss (gain)
|
|
5,856
|
|
|
(5,577
|
)
|
|
11,433
|
|
|||
Product margin
|
|
61,553
|
|
|
43,649
|
|
|
17,904
|
|
|||
|
|
|
|
|
|
|
||||||
Butane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
637,076
|
|
|
562,066
|
|
|
75,010
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
609,833
|
|
|
535,017
|
|
|
74,816
|
|
|||
Cost of sales-derivative (gain) loss
|
|
(1,264
|
)
|
|
19,616
|
|
|
(20,880
|
)
|
|||
Product margin
|
|
28,507
|
|
|
7,433
|
|
|
21,074
|
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
599,166
|
|
|
432,570
|
|
|
166,596
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
570,866
|
|
|
414,980
|
|
|
155,886
|
|
|||
Cost of sales-derivative loss (gain)
|
|
1,001
|
|
|
(173
|
)
|
|
1,174
|
|
|||
Product margin
|
|
27,299
|
|
|
17,763
|
|
|
9,536
|
|
|||
|
|
|
|
|
|
|
||||||
Service revenues:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
23,003
|
|
|
22,548
|
|
|
455
|
|
|||
Cost of sales
|
|
3,030
|
|
|
3,930
|
|
|
(900
|
)
|
|||
Product margin
|
|
19,973
|
|
|
18,618
|
|
|
1,355
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|||||||
Operating expenses
|
|
41,360
|
|
|
32,792
|
|
|
8,568
|
|
|||
General and administrative expenses
|
|
5,672
|
|
|
5,331
|
|
|
341
|
|
|||
Depreciation and amortization expense
|
|
25,997
|
|
|
24,937
|
|
|
1,060
|
|
|||
Loss on disposal or impairment of assets, net
|
|
67,213
|
|
|
117,516
|
|
|
(50,303
|
)
|
|||
Total expenses
|
|
140,242
|
|
|
180,576
|
|
|
(40,334
|
)
|
|||
Segment operating loss
|
|
$
|
(2,910
|
)
|
|
$
|
(93,113
|
)
|
|
$
|
90,203
|
|
|
|
|
|
|
|
|
||||||
Liquids storage capacity - owned and leased (gallons) (2)
|
|
397,343
|
|
|
438,968
|
|
|
(41,625
|
)
|
|||
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
1,383,986
|
|
|
1,361,173
|
|
|
22,813
|
|
|||
Propane sold ($/gallon)
|
|
$
|
0.852
|
|
|
$
|
0.884
|
|
|
$
|
(0.032
|
)
|
Cost per propane sold ($/gallon)
|
|
$
|
0.807
|
|
|
$
|
0.852
|
|
|
$
|
(0.045
|
)
|
Propane product margin ($/gallon)
|
|
$
|
0.045
|
|
|
$
|
0.032
|
|
|
$
|
0.013
|
|
Propane inventory (gallons) (2)
|
|
44,757
|
|
|
48,928
|
|
|
(4,171
|
)
|
|||
Propane storage capacity leased to third parties (gallons) (2)
|
|
30,440
|
|
|
29,662
|
|
|
778
|
|
|||
|
|
|
|
|
|
|
||||||
Butane sold (gallons)
|
|
610,968
|
|
|
544,750
|
|
|
66,218
|
|
|||
Butane sold ($/gallon)
|
|
$
|
1.043
|
|
|
$
|
1.032
|
|
|
$
|
0.011
|
|
Cost per butane sold ($/gallon)
|
|
$
|
0.996
|
|
|
$
|
1.018
|
|
|
$
|
(0.022
|
)
|
Butane product margin ($/gallon)
|
|
$
|
0.047
|
|
|
$
|
0.014
|
|
|
$
|
0.033
|
|
Butane inventory (gallons) (2)
|
|
21,677
|
|
|
15,385
|
|
|
6,292
|
|
|||
Butane storage capacity leased to third parties (gallons) (2)
|
|
62,185
|
|
|
51,660
|
|
|
10,525
|
|
|||
|
|
|
|
|
|
|
||||||
Other products sold (gallons)
|
|
498,751
|
|
|
400,405
|
|
|
98,346
|
|
|||
Other products sold ($/gallon)
|
|
$
|
1.201
|
|
|
$
|
1.080
|
|
|
$
|
0.121
|
|
Cost per other products sold ($/gallon)
|
|
$
|
1.147
|
|
|
$
|
1.036
|
|
|
$
|
0.111
|
|
Other products product margin ($/gallon)
|
|
$
|
0.054
|
|
|
$
|
0.044
|
|
|
$
|
0.010
|
|
Other products inventory (gallons) (2)
|
|
9,158
|
|
|
5,822
|
|
|
3,336
|
|
|
(1)
|
Revenues include $23.3 million and $4.7 million of intersegment sales during the years ended March 31, 2019 and 2018, respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of March 31, 2019 and March 31, 2018, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Refined products sales:
|
|
|
|
|
|
|
||||||
Revenues-excluding impact of derivatives (1)
|
|
$
|
11,762,786
|
|
|
$
|
5,291,085
|
|
|
$
|
6,471,701
|
|
Cost of sales-excluding impact of derivatives
|
|
11,803,470
|
|
|
5,068,971
|
|
|
6,734,499
|
|
|||
Derivative (gain) loss
|
|
(16,392
|
)
|
|
8,098
|
|
|
(24,490
|
)
|
|||
Product (loss) margin
|
|
(24,292
|
)
|
|
214,016
|
|
|
(238,308
|
)
|
|||
|
|
|
|
|
|
|
||||||
Renewables sales:
|
|
|
|
|
|
|
||||||
Revenues-excluding impact of derivatives
|
|
270,302
|
|
|
373,669
|
|
|
(103,367
|
)
|
|||
Cost of sales-excluding impact of derivatives
|
|
276,094
|
|
|
362,457
|
|
|
(86,363
|
)
|
|||
Derivative (gain) loss
|
|
(2,661
|
)
|
|
1,467
|
|
|
(4,128
|
)
|
|||
Product (loss) margin
|
|
(3,131
|
)
|
|
9,745
|
|
|
(12,876
|
)
|
|||
|
|
|
|
|
|
|
||||||
Service fees and other revenues
|
|
2,551
|
|
|
(87
|
)
|
|
2,638
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|||||
Operating expenses
|
|
6,343
|
|
|
7,085
|
|
|
(742
|
)
|
|||
General and administrative expenses
|
|
8,981
|
|
|
8,283
|
|
|
698
|
|
|||
Depreciation and amortization expense
|
|
631
|
|
|
672
|
|
|
(41
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(3,026
|
)
|
|
(30,112
|
)
|
|
27,086
|
|
|||
Total expense (income), net
|
|
12,929
|
|
|
(14,072
|
)
|
|
27,001
|
|
|||
Segment operating (loss) income
|
|
$
|
(37,801
|
)
|
|
$
|
237,746
|
|
|
$
|
(275,547
|
)
|
|
|
|
|
|
|
|
||||||
Gasoline sold (barrels)
|
|
116,260
|
|
|
39,461
|
|
|
76,799
|
|
|||
Diesel sold (barrels)
|
|
32,048
|
|
|
33,135
|
|
|
(1,087
|
)
|
|||
Ethanol sold (barrels)
|
|
2,553
|
|
|
3,438
|
|
|
(885
|
)
|
|||
Biodiesel sold (barrels)
|
|
991
|
|
|
2,079
|
|
|
(1,088
|
)
|
|||
Refined products and renewables storage capacity - leased (barrels) (2)
|
|
3,979
|
|
|
3,537
|
|
|
442
|
|
|||
Gasoline inventory (barrels) (2)
|
|
1,323
|
|
|
1,614
|
|
|
(291
|
)
|
|||
Diesel inventory (barrels) (2)
|
|
450
|
|
|
626
|
|
|
(176
|
)
|
|||
Ethanol inventory (barrels) (2)
|
|
963
|
|
|
104
|
|
|
859
|
|
|||
Biodiesel inventory (barrels) (2)
|
|
105
|
|
|
218
|
|
|
(113
|
)
|
|||
Refined products sold ($/barrel)
|
|
$
|
79.313
|
|
|
$
|
72.884
|
|
|
$
|
6.429
|
|
Cost per refined products sold ($/barrel)
|
|
$
|
79.477
|
|
|
$
|
69.936
|
|
|
$
|
9.541
|
|
Refined products product (loss) margin ($/barrel)
|
|
$
|
(0.164
|
)
|
|
$
|
2.948
|
|
|
$
|
(3.112
|
)
|
Renewable products sold ($/barrel)
|
|
$
|
76.270
|
|
|
$
|
67.730
|
|
|
$
|
8.540
|
|
Cost per renewable products sold ($/barrel)
|
|
$
|
77.154
|
|
|
$
|
65.964
|
|
|
$
|
11.190
|
|
Renewable products product (loss) margin ($/barrel)
|
|
$
|
(0.884
|
)
|
|
$
|
1.766
|
|
|
$
|
(2.650
|
)
|
|
(1)
|
Revenues include $0.3 million of intersegment sales during the year ended March 31, 2018 that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of March 31, 2019 and March 31, 2018, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Other revenues:
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
1,362
|
|
|
$
|
1,174
|
|
|
$
|
188
|
|
Cost of sales
|
|
1,929
|
|
|
530
|
|
|
1,399
|
|
|||
(Loss) margin
|
|
(567
|
)
|
|
644
|
|
|
(1,211
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|||||
Operating expenses
|
|
1,605
|
|
|
1,173
|
|
|
432
|
|
|||
General and administrative expenses
|
|
79,627
|
|
|
75,158
|
|
|
4,469
|
|
|||
Depreciation and amortization expense
|
|
3,018
|
|
|
3,779
|
|
|
(761
|
)
|
|||
Loss on disposal or impairment of assets, net
|
|
889
|
|
|
8
|
|
|
881
|
|
|||
Total expenses
|
|
85,139
|
|
|
80,118
|
|
|
5,021
|
|
|||
Operating loss
|
|
$
|
(85,706
|
)
|
|
$
|
(79,474
|
)
|
|
$
|
(6,232
|
)
|
|
Year Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Interest income (1)
|
$
|
4,730
|
|
|
$
|
5,697
|
|
Gavilon legal matter settlement (2)
|
(34,788
|
)
|
|
—
|
|
||
Other (3)
|
(356
|
)
|
|
655
|
|
||
Other (expense) income, net
|
$
|
(30,414
|
)
|
|
$
|
6,352
|
|
|
(1)
|
During the year ended March 31, 2019, this relates primarily to a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party. During the year ended March 31, 2018, this relates primarily to a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party and to a loan receivable from Victory Propane (see Note 13 to our consolidated financial statements included in this Current Report for a further discussion).
|
(2)
|
Represents the accrual for the estimated cost of the settlement of the Gavilon legal matter (see Note 9 to our consolidated financial statements included in this Current Report for a further discussion).
|
(3)
|
During the year ended March 31, 2019, this relates primarily to unrealized losses on marketable securities. During the year ended March 31, 2018, this relates primarily to proceeds from a litigation settlement.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
2,151,203
|
|
|
$
|
1,603,667
|
|
|
$
|
547,536
|
|
Crude oil transportation and other
|
|
122,786
|
|
|
70,027
|
|
|
52,759
|
|
|||
Total revenues (1)
|
|
2,273,989
|
|
|
1,673,694
|
|
|
600,295
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
2,120,640
|
|
|
1,573,246
|
|
|
547,394
|
|
|||
Cost of sales-derivative loss
|
|
7,021
|
|
|
5,579
|
|
|
1,442
|
|
|||
Operating expenses
|
|
47,846
|
|
|
41,535
|
|
|
6,311
|
|
|||
General and administrative expenses
|
|
6,584
|
|
|
5,961
|
|
|
623
|
|
|||
Depreciation and amortization expense
|
|
80,387
|
|
|
54,144
|
|
|
26,243
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(111,393
|
)
|
|
10,704
|
|
|
(122,097
|
)
|
|||
Total expenses
|
|
2,151,085
|
|
|
1,691,169
|
|
|
459,916
|
|
|||
Segment operating income (loss)
|
|
$
|
122,904
|
|
|
$
|
(17,475
|
)
|
|
$
|
140,379
|
|
|
|
|
|
|
|
|
||||||
Crude oil sold (barrels)
|
|
39,626
|
|
|
34,212
|
|
|
5,414
|
|
|||
Crude oil transported on owned pipelines (barrels)
|
|
33,454
|
|
|
6,365
|
|
|
27,089
|
|
|||
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
6,159
|
|
|
7,024
|
|
|
(865
|
)
|
|||
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
2,641
|
|
|
3,717
|
|
|
(1,076
|
)
|
|||
Crude oil inventory (barrels) (2)
|
|
1,219
|
|
|
2,844
|
|
|
(1,625
|
)
|
|||
Crude oil sold ($/barrel)
|
|
$
|
54.288
|
|
|
$
|
46.874
|
|
|
$
|
7.414
|
|
Cost per crude oil sold ($/barrel)
|
|
$
|
53.694
|
|
|
$
|
46.148
|
|
|
$
|
7.546
|
|
Crude oil product margin ($/barrel)
|
|
$
|
0.594
|
|
|
$
|
0.726
|
|
|
$
|
(0.132
|
)
|
|
(1)
|
Revenues include $13.9 million and $6.8 million of intersegment sales during the years ended March 31, 2018 and 2017, respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of March 31, 2018 and March 31, 2017, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Wastewater disposal service fees
|
|
$
|
149,114
|
|
|
$
|
110,049
|
|
|
$
|
39,065
|
|
Sale of recovered hydrocarbons
|
|
58,948
|
|
|
31,103
|
|
|
27,845
|
|
|||
Other service revenues
|
|
21,077
|
|
|
18,449
|
|
|
2,628
|
|
|||
Total revenues
|
|
229,139
|
|
|
159,601
|
|
|
69,538
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
2,150
|
|
|
2,071
|
|
|
79
|
|
|||
Cost of sales-derivative loss
|
|
17,195
|
|
|
1,997
|
|
|
15,198
|
|
|||
Operating expenses
|
|
105,200
|
|
|
85,562
|
|
|
19,638
|
|
|||
General and administrative expenses
|
|
2,623
|
|
|
2,469
|
|
|
154
|
|
|||
Depreciation and amortization expense
|
|
98,623
|
|
|
101,758
|
|
|
(3,135
|
)
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
6,863
|
|
|
(85,560
|
)
|
|
92,423
|
|
|||
Revaluation of liabilities
|
|
20,716
|
|
|
6,717
|
|
|
13,999
|
|
|||
Total expenses
|
|
253,370
|
|
|
115,014
|
|
|
138,356
|
|
|||
Segment operating (loss) income
|
|
$
|
(24,231
|
)
|
|
$
|
44,587
|
|
|
$
|
(68,818
|
)
|
|
|
|
|
|
|
|
||||||
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
Permian Basin
|
|
289,360
|
|
|
184,702
|
|
|
104,658
|
|
|||
Eagle Ford Basin
|
|
235,713
|
|
|
208,649
|
|
|
27,064
|
|
|||
DJ Basin
|
|
113,771
|
|
|
68,253
|
|
|
45,518
|
|
|||
Other Basins
|
|
68,466
|
|
|
40,185
|
|
|
28,281
|
|
|||
Total
|
|
707,310
|
|
|
501,789
|
|
|
205,521
|
|
|||
Solids processed (barrels per day)
|
|
5,662
|
|
|
3,056
|
|
|
2,606
|
|
|||
Skim oil sold (barrels per day)
|
|
3,210
|
|
|
1,989
|
|
|
1,221
|
|
|||
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.58
|
|
|
$
|
0.60
|
|
|
$
|
(0.02
|
)
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
|
$
|
0.06
|
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.41
|
|
|
$
|
0.47
|
|
|
$
|
(0.06
|
)
|
•
|
an adjustment of $124.7 million to the previously recorded $380.2 million estimated goodwill impairment charge recorded during the three months ended March 31, 2016 (see Note 6 to our consolidated financial statements included in this Current Report);
|
•
|
a write-off of $5.2 million related to the value of an indefinite-lived trade name intangible asset in conjunction with finalizing our goodwill impairment analysis (see Note 7 to our consolidated financial statements included in this Current Report);
|
•
|
a loss of $22.7 million related to the termination of the development agreement, which included the carrying value of the development agreement asset that was written off (see Note 16 to our consolidated financial statements included in this Current Report);
|
•
|
an impairment charge of $1.7 million to write down a loan receivable in June 2016 (see Note 13 to our consolidated financial statements included in this Current Report); and
|
•
|
a loss of $9.5 million on the sales of certain assets, including the sale of Grassland (see Note 13 to our consolidated financial statements included in this Current Report for a discussion of the sale of Grassland).
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
1,203,486
|
|
|
$
|
807,172
|
|
|
$
|
396,314
|
|
Cost of sales-excluding impact of derivatives
|
|
1,165,414
|
|
|
772,871
|
|
|
392,543
|
|
|||
Cost of sales-derivative gain
|
|
(5,577
|
)
|
|
(2,633
|
)
|
|
(2,944
|
)
|
|||
Product margin
|
|
43,649
|
|
|
36,934
|
|
|
6,715
|
|
|||
|
|
|
|
|
|
|
||||||
Butane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
562,066
|
|
|
391,265
|
|
|
170,801
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
535,017
|
|
|
354,132
|
|
|
180,885
|
|
|||
Cost of sales-derivative loss
|
|
19,616
|
|
|
7,863
|
|
|
11,753
|
|
|||
Product margin
|
|
7,433
|
|
|
29,270
|
|
|
(21,837
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
432,570
|
|
|
308,031
|
|
|
124,539
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
414,980
|
|
|
290,495
|
|
|
124,485
|
|
|||
Cost of sales-derivative gain
|
|
(173
|
)
|
|
(1,477
|
)
|
|
1,304
|
|
|||
Product margin
|
|
17,763
|
|
|
19,013
|
|
|
(1,250
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
22,548
|
|
|
32,648
|
|
|
(10,100
|
)
|
|||
Cost of sales
|
|
3,930
|
|
|
12,893
|
|
|
(8,963
|
)
|
|||
Product margin
|
|
18,618
|
|
|
19,755
|
|
|
(1,137
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
32,792
|
|
|
37,634
|
|
|
(4,842
|
)
|
|||
General and administrative expenses
|
|
5,331
|
|
|
4,831
|
|
|
500
|
|
|||
Depreciation and amortization expense
|
|
24,937
|
|
|
19,163
|
|
|
5,774
|
|
|||
Loss on disposal or impairment of assets, net
|
|
117,516
|
|
|
92
|
|
|
117,424
|
|
|||
Total expenses
|
|
180,576
|
|
|
61,720
|
|
|
118,856
|
|
|||
Segment operating (loss) income
|
|
$
|
(93,113
|
)
|
|
$
|
43,252
|
|
|
$
|
(136,365
|
)
|
|
|
|
|
|
|
|
||||||
Liquids storage capacity - owned and leased (gallons) (2)
|
|
438,968
|
|
|
358,537
|
|
|
80,431
|
|
|||
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
1,361,173
|
|
|
1,267,076
|
|
|
94,097
|
|
|||
Propane sold ($/gallon)
|
|
$
|
0.884
|
|
|
$
|
0.637
|
|
|
$
|
0.247
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.852
|
|
|
$
|
0.608
|
|
|
$
|
0.244
|
|
Propane product margin ($/gallon)
|
|
$
|
0.032
|
|
|
$
|
0.029
|
|
|
$
|
0.003
|
|
Propane inventory (gallons) (2)
|
|
48,928
|
|
|
48,351
|
|
|
577
|
|
|||
Propane storage capacity leased to third parties (gallons) (2)
|
|
29,662
|
|
|
33,495
|
|
|
(3,833
|
)
|
|||
|
|
|
|
|
|
|
||||||
Butane sold (gallons)
|
|
544,750
|
|
|
456,586
|
|
|
88,164
|
|
|||
Butane sold ($/gallon)
|
|
$
|
1.032
|
|
|
$
|
0.857
|
|
|
$
|
0.175
|
|
Cost per butane sold ($/gallon)
|
|
$
|
1.018
|
|
|
$
|
0.793
|
|
|
$
|
0.225
|
|
Butane product margin ($/gallon)
|
|
$
|
0.014
|
|
|
$
|
0.064
|
|
|
$
|
(0.050
|
)
|
Butane inventory (gallons) (2)
|
|
15,385
|
|
|
9,438
|
|
|
5,947
|
|
|||
Butane storage capacity leased to third parties (gallons) (2)
|
|
51,660
|
|
|
80,346
|
|
|
(28,686
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other products sold (gallons)
|
|
400,405
|
|
|
343,365
|
|
|
57,040
|
|
|||
Other products sold ($/gallon)
|
|
$
|
1.080
|
|
|
$
|
0.897
|
|
|
$
|
0.183
|
|
Cost per other products sold ($/gallon)
|
|
$
|
1.036
|
|
|
$
|
0.842
|
|
|
$
|
0.194
|
|
Other products product margin ($/gallon)
|
|
$
|
0.044
|
|
|
$
|
0.055
|
|
|
$
|
(0.011
|
)
|
Other products inventory (gallons) (2)
|
|
5,822
|
|
|
6,426
|
|
|
(604
|
)
|
|
(1)
|
Revenues include $4.7 million and $1.9 million of intersegment sales during the years ended March 31, 2018 and 2017, respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of March 31, 2018 and March 31, 2017, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Refined products sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
5,291,085
|
|
|
$
|
3,666,258
|
|
|
$
|
1,624,827
|
|
Cost of sales-excluding impact of derivatives
|
|
5,068,971
|
|
|
3,535,874
|
|
|
1,533,097
|
|
|||
Cost of sales-derivative loss
|
|
8,098
|
|
|
8,569
|
|
|
(471
|
)
|
|||
Product margin
|
|
214,016
|
|
|
121,815
|
|
|
92,201
|
|
|||
|
|
|
|
|
|
|
||||||
Renewables sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
373,669
|
|
|
447,232
|
|
|
(73,563
|
)
|
|||
Cost of sales-excluding impact of derivatives
|
|
362,457
|
|
|
443,229
|
|
|
(80,772
|
)
|
|||
Cost of sales-derivative loss
|
|
1,467
|
|
|
1,291
|
|
|
176
|
|
|||
Product margin
|
|
9,745
|
|
|
2,712
|
|
|
7,033
|
|
|||
|
|
|
|
|
|
|
||||||
Service fees and other revenues
|
|
(87
|
)
|
|
—
|
|
|
(87
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
7,085
|
|
|
7,797
|
|
|
(712
|
)
|
|||
General and administrative expenses
|
|
8,283
|
|
|
4,855
|
|
|
3,428
|
|
|||
Depreciation and amortization expense
|
|
672
|
|
|
936
|
|
|
(264
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(30,112
|
)
|
|
(134,217
|
)
|
|
104,105
|
|
|||
Total income, net
|
|
(14,072
|
)
|
|
(120,629
|
)
|
|
106,557
|
|
|||
Segment operating income
|
|
$
|
237,746
|
|
|
$
|
245,156
|
|
|
$
|
(7,410
|
)
|
|
|
|
|
|
|
|
||||||
Gasoline sold (barrels)
|
|
39,461
|
|
|
28,562
|
|
|
10,899
|
|
|||
Diesel sold (barrels)
|
|
33,135
|
|
|
30,590
|
|
|
2,545
|
|
|||
Ethanol sold (barrels)
|
|
3,438
|
|
|
4,605
|
|
|
(1,167
|
)
|
|||
Biodiesel sold (barrels)
|
|
2,079
|
|
|
2,413
|
|
|
(334
|
)
|
|||
Refined products and renewables storage capacity - leased (barrels) (2)
|
|
3,537
|
|
|
2,446
|
|
|
1,091
|
|
|||
Gasoline inventory (barrels) (2)
|
|
1,614
|
|
|
493
|
|
|
1,121
|
|
|||
Diesel inventory (barrels) (2)
|
|
626
|
|
|
555
|
|
|
71
|
|
|||
Ethanol inventory (barrels) (2)
|
|
104
|
|
|
78
|
|
|
26
|
|
|||
Biodiesel inventory (barrels) (2)
|
|
218
|
|
|
280
|
|
|
(62
|
)
|
|||
Refined products sold ($/barrel)
|
|
$
|
72.884
|
|
|
$
|
61.980
|
|
|
$
|
10.904
|
|
Cost per refined products sold ($/barrel)
|
|
$
|
69.936
|
|
|
$
|
59.921
|
|
|
$
|
10.015
|
|
Refined products product margin ($/barrel)
|
|
$
|
2.948
|
|
|
$
|
2.059
|
|
|
$
|
0.889
|
|
Renewable products sold ($/barrel)
|
|
$
|
67.730
|
|
|
$
|
63.726
|
|
|
$
|
4.004
|
|
Cost per renewable products sold ($/barrel)
|
|
$
|
65.964
|
|
|
$
|
63.340
|
|
|
$
|
2.624
|
|
Renewable products product margin ($/barrel)
|
|
$
|
1.766
|
|
|
$
|
0.386
|
|
|
$
|
1.380
|
|
|
(1)
|
Revenues include $0.3 million and $0.5 million of intersegment sales during the years ended March 31, 2018 and 2017, respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of March 31, 2018 and March 31, 2017, respectively.
|
•
|
a $104.1 million gain from the sale of all of the TLP units we owned (see Note 16 to our consolidated financial statements included in this Current Report for a further discussion); and
|
•
|
$30.1 million of the deferred gain from the sale of the general partner in interest in TLP in February 2016 (see Note 15 to our consolidated financial statements included in this Current Report for a further discussion).
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Other revenues:
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
1,174
|
|
|
$
|
844
|
|
|
$
|
330
|
|
Cost of sales
|
|
530
|
|
|
400
|
|
|
130
|
|
|||
Margin
|
|
644
|
|
|
444
|
|
|
200
|
|
|||
|
|
|
|
|
|
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
||||
Operating expenses
|
|
1,173
|
|
|
1,095
|
|
|
78
|
|
|||
General and administrative expenses
|
|
75,158
|
|
|
82,723
|
|
|
(7,565
|
)
|
|||
Depreciation and amortization expense
|
|
3,779
|
|
|
3,612
|
|
|
167
|
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
8
|
|
|
(1
|
)
|
|
9
|
|
|||
Total expenses
|
|
80,118
|
|
|
87,429
|
|
|
(7,311
|
)
|
|||
Operating loss
|
|
$
|
(79,474
|
)
|
|
$
|
(86,985
|
)
|
|
$
|
7,511
|
|
|
Year Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Early extinguishment of long-term debt (1)
|
$
|
(23,201
|
)
|
|
$
|
6,922
|
|
Release of contingent consideration liabilities (2)
|
—
|
|
|
22,278
|
|
||
Write-off deferred debt issuance costs (3)
|
—
|
|
|
(4,473
|
)
|
||
(Loss) gain on early extinguishment of liabilities, net
|
$
|
(23,201
|
)
|
|
$
|
24,727
|
|
|
(1)
|
During the year ended March 31, 2018, the net loss (inclusive of debt issuance costs written off) relates to the early extinguishment of all of the senior secured notes and a portion of the senior unsecured notes. During the year ended March 31, 2017, the net gain (inclusive of debt issuance costs written off) relates to the early extinguishment of a portion of the senior unsecured notes and certain equipment loans. See Note 8 to our consolidated financial statements included in this Current Report for a further discussion.
|
(2)
|
Relates to the release of certain contingent consideration liabilities in conjunction with the termination of the development agreement in June 2016 (see Note 16 to our consolidated financial statements included in this Current Report for a further discussion). Also, during the year ended March 31, 2017, we acquired certain parcels of land on which one of our water solutions facilities is located and recorded a gain on the release of certain contingent consideration liabilities as the royalty agreement was terminated.
|
(3)
|
Relates to the write off of certain deferred debt issuance costs in connection with the amendment and restatement of the Credit Agreement (as defined herein) (see Note 7 to our consolidated financial statements included in this Current Report for a further discussion).
|
|
Year Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Interest income (1)
|
$
|
5,697
|
|
|
$
|
7,361
|
|
Termination of storage sublease agreement (2)
|
—
|
|
|
16,205
|
|
||
Other (3)
|
655
|
|
|
2,854
|
|
||
Other income, net
|
$
|
6,352
|
|
|
$
|
26,420
|
|
|
(1)
|
During the year ended March 31, 2018, this relates primarily to a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party and to a loan receivable from Victory Propane (see Note 13 to our consolidated financial statements included in this Current Report for a further discussion). During the year ended March 31, 2017, this relates primarily to a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party and to loan receivables from Victory Propane and Grassland (see Note 13 to our consolidated financial statements included in this Current Report for a further discussion). On June 3, 2016, we acquired the remaining 65% ownership interest in Grassland and all interest income on the receivable from Grassland has been eliminated in consolidation subsequent to that date.
|
(2)
|
Represents a gain from the termination of a storage sublease agreement (see Note 16 to our consolidated financial statements included in this Current Report for a further discussion).
|
(3)
|
During the year ended March 31, 2018, this relates primarily to proceeds from a litigation settlement. During the year ended March 31, 2017, this relates primarily to a distribution from TLP pursuant to the agreement to sell all of the TLP common units we owned in April 2016, a gain on insurance settlement related to business interruption insurance coverage on a facility in our Water Solutions segment, a payment received related to a contract termination and another party’s share of the profits and losses generated from a joint crude oil marketing arrangement.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Net income (loss)
|
|
$
|
339,395
|
|
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
Less: Net loss (income) attributable to noncontrolling interests
|
|
20,206
|
|
|
(240
|
)
|
|
(6,832
|
)
|
|||
Less: Net loss (income) attributable to redeemable noncontrolling interests
|
|
446
|
|
|
(1,030
|
)
|
|
—
|
|
|||
Net income (loss) attributable to NGL Energy Partners LP
|
|
360,047
|
|
|
(70,875
|
)
|
|
137,042
|
|
|||
Interest expense
|
|
164,879
|
|
|
199,747
|
|
|
150,504
|
|
|||
Income tax expense
|
|
2,222
|
|
|
1,458
|
|
|
1,939
|
|
|||
Depreciation and amortization
|
|
224,547
|
|
|
266,525
|
|
|
238,583
|
|
|||
EBITDA
|
|
751,695
|
|
|
396,855
|
|
|
528,068
|
|
|||
Net unrealized (gains) losses on derivatives
|
|
(17,296
|
)
|
|
15,883
|
|
|
(3,338
|
)
|
|||
Inventory valuation adjustment (1)
|
|
(5,203
|
)
|
|
11,033
|
|
|
7,368
|
|
|||
Lower of cost or market adjustments
|
|
2,695
|
|
|
399
|
|
|
(1,283
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(393,554
|
)
|
|
(105,313
|
)
|
|
(209,213
|
)
|
|||
Loss (gain) on early extinguishment of liabilities, net
|
|
12,340
|
|
|
23,201
|
|
|
(24,727
|
)
|
|||
Revaluation of investments
|
|
—
|
|
|
—
|
|
|
14,365
|
|
|||
Equity-based compensation expense (2)
|
|
41,367
|
|
|
35,241
|
|
|
53,102
|
|
|||
Acquisition expense (3)
|
|
9,780
|
|
|
263
|
|
|
1,771
|
|
|||
Revaluation of liabilities (4)
|
|
(5,373
|
)
|
|
20,607
|
|
|
12,761
|
|
|||
Gavilon legal matter settlement (5)
|
|
34,788
|
|
|
—
|
|
|
—
|
|
|||
Other (6)
|
|
9,203
|
|
|
10,081
|
|
|
2,443
|
|
|||
Adjusted EBITDA
|
|
$
|
440,442
|
|
|
$
|
408,250
|
|
|
$
|
381,317
|
|
|
(1)
|
Amount reflects the difference between the market value of the inventory of our Refined Products and Renewables segment at the balance sheet date and its cost, adjusted for the impact of seasonal market movements related to our base inventory and the related hedge. See “Non-GAAP Financial Measures” section above for a further discussion.
|
(2)
|
Equity-based compensation expense in the table above may differ from equity-based compensation expense reported in Note 10 to our consolidated financial statements included in this Current Report. Amounts reported in the table above include expense accruals for bonuses expected to be paid in common units, whereas the amounts reported in Note 10 to our consolidated financial statements only include expenses associated with equity-based awards that have been formally granted.
|
(3)
|
Amounts represent expenses we incurred related to legal and advisory costs associated with acquisitions, including amounts accrued related to the LCT Capital, LLC legal matter (see Note 9 to our consolidated financial statements included in this Current Report), partially offset by reimbursement for certain legal costs incurred in prior periods.
|
(4)
|
Amounts represent the non-cash valuation adjustment of contingent consideration liabilities, offset by the cash payments, related to royalty agreements acquired as part of acquisitions in our Water Solutions segment.
|
(5)
|
Represents the accrual for the estimated cost of the settlement of the Gavilon legal matter (see Note 9 to our consolidated financial statements included in this Current Report). We have excluded this amount from Adjusted EBITDA as it relates to transactions that occurred prior to our acquisition of Gavilon LLC in December 2013.
|
(6)
|
The amount for the year ended March 31, 2019 represents non-cash operating expenses related to our Grand Mesa Pipeline, unrealized losses on marketable securities and accretion expense for asset retirement obligations. The amount for the year ended March 31, 2018 represents non-cash operating expenses related to our Grand Mesa Pipeline, an adjustment to inventory related to prior periods and accretion expense for asset retirement obligations. The amount for the year ended March 31, 2017 represents non-cash operating expenses related to our Grand Mesa Pipeline and accretion expense for asset retirement obligations.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Reconciliation to consolidated statements of operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization per EBITDA table
|
|
$
|
224,547
|
|
|
$
|
266,525
|
|
|
$
|
238,583
|
|
Intangible asset amortization recorded to cost of sales
|
|
(486
|
)
|
|
(966
|
)
|
|
(1,994
|
)
|
|||
Depreciation and amortization of unconsolidated entities
|
|
(331
|
)
|
|
(8,706
|
)
|
|
(11,869
|
)
|
|||
Depreciation and amortization attributable to noncontrolling interests
|
|
2,921
|
|
|
497
|
|
|
2,913
|
|
|||
Depreciation and amortization attributable to discontinued operations
|
|
(14,678
|
)
|
|
(48,952
|
)
|
|
(48,020
|
)
|
|||
Depreciation and amortization per consolidated statements of operations
|
|
$
|
211,973
|
|
|
$
|
208,398
|
|
|
$
|
179,613
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to consolidated statements of cash flows:
|
|
|
|
|
|
|
||||||
Depreciation and amortization per EBITDA table
|
|
$
|
224,547
|
|
|
$
|
266,525
|
|
|
$
|
238,583
|
|
Amortization of debt issuance costs recorded to interest expense
|
|
9,215
|
|
|
10,619
|
|
|
7,762
|
|
|||
Depreciation and amortization of unconsolidated entities
|
|
(331
|
)
|
|
(8,706
|
)
|
|
(11,869
|
)
|
|||
Depreciation and amortization attributable to noncontrolling interests
|
|
2,921
|
|
|
497
|
|
|
2,913
|
|
|||
Depreciation and amortization attributable to discontinued operations
|
|
(14,678
|
)
|
|
(48,952
|
)
|
|
(48,020
|
)
|
|||
Depreciation and amortization per consolidated statements of cash flows
|
|
$
|
221,674
|
|
|
$
|
219,983
|
|
|
$
|
189,369
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Interest expense per EBITDA table
|
|
$
|
164,879
|
|
|
$
|
199,747
|
|
|
$
|
150,504
|
|
Interest expense attributable to unconsolidated entities
|
|
(14
|
)
|
|
(149
|
)
|
|
—
|
|
|||
Interest expense attributable to discontinued operations
|
|
(140
|
)
|
|
(448
|
)
|
|
(903
|
)
|
|||
Interest expense per consolidated statements of operations
|
|
$
|
164,725
|
|
|
$
|
199,150
|
|
|
$
|
149,601
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Income tax expense
|
|
$
|
989
|
|
|
$
|
104
|
|
|
$
|
6
|
|
Net unrealized losses on derivatives
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
47
|
|
Inventory valuation adjustment
|
|
$
|
(11,134
|
)
|
|
$
|
1,965
|
|
|
$
|
4,548
|
|
Lower of cost or market adjustments
|
|
$
|
1,134
|
|
|
$
|
(7
|
)
|
|
$
|
(310
|
)
|
Gain on disposal or impairment of assets, net
|
|
$
|
(408,964
|
)
|
|
$
|
(89,275
|
)
|
|
$
|
(203
|
)
|
|
|
Year Ended March 31, 2019
|
||||||||||||||||||||||||||
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating (loss) income
|
|
$
|
(7,379
|
)
|
|
$
|
210,525
|
|
|
$
|
(2,910
|
)
|
|
$
|
(37,801
|
)
|
|
$
|
(85,706
|
)
|
|
$
|
—
|
|
|
$
|
76,729
|
|
Depreciation and amortization
|
|
74,165
|
|
|
108,162
|
|
|
25,997
|
|
|
631
|
|
|
3,018
|
|
|
—
|
|
|
211,973
|
|
|||||||
Amortization recorded to cost of sales
|
|
80
|
|
|
—
|
|
|
147
|
|
|
259
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|||||||
Net unrealized gains on derivatives
|
|
(1,725
|
)
|
|
(15,521
|
)
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,375
|
)
|
|||||||
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,931
|
|
|
—
|
|
|
—
|
|
|
5,931
|
|
|||||||
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
1,004
|
|
|
557
|
|
|
—
|
|
|
—
|
|
|
1,561
|
|
|||||||
Loss (gain) on disposal or impairment of assets, net
|
|
107,424
|
|
|
(138,204
|
)
|
|
67,213
|
|
|
(3,026
|
)
|
|
889
|
|
|
—
|
|
|
34,296
|
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,367
|
|
|
—
|
|
|
41,367
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
3,490
|
|
|
161
|
|
|
—
|
|
|
6,176
|
|
|
—
|
|
|
9,827
|
|
|||||||
Other income (expense), net
|
|
21
|
|
|
(1
|
)
|
|
68
|
|
|
(394
|
)
|
|
(30,108
|
)
|
|
—
|
|
|
(30,414
|
)
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
—
|
|
|
2,396
|
|
|
6
|
|
|
475
|
|
|
—
|
|
|
—
|
|
|
2,877
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(166
|
)
|
|
(1,481
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,647
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
(5,373
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,373
|
)
|
|||||||
Gavilon legal matter settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,788
|
|
|
—
|
|
|
34,788
|
|
|||||||
Intersegment transactions (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,193
|
|
|
—
|
|
|
—
|
|
|
41,193
|
|
|||||||
Other
|
|
8,274
|
|
|
436
|
|
|
66
|
|
|
427
|
|
|
—
|
|
|
—
|
|
|
9,203
|
|
|||||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,020
|
|
|
25,020
|
|
|||||||
Adjusted EBITDA
|
|
$
|
180,860
|
|
|
$
|
165,744
|
|
|
$
|
90,142
|
|
|
$
|
8,252
|
|
|
$
|
(29,576
|
)
|
|
$
|
25,020
|
|
|
$
|
440,442
|
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||||||
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating income (loss)
|
|
$
|
122,904
|
|
|
$
|
(24,231
|
)
|
|
$
|
(93,113
|
)
|
|
$
|
237,746
|
|
|
$
|
(79,474
|
)
|
|
$
|
—
|
|
|
$
|
163,832
|
|
Depreciation and amortization
|
|
80,387
|
|
|
98,623
|
|
|
24,937
|
|
|
672
|
|
|
3,779
|
|
|
—
|
|
|
208,398
|
|
|||||||
Amortization recorded to cost of sales
|
|
338
|
|
|
—
|
|
|
282
|
|
|
346
|
|
|
—
|
|
|
—
|
|
|
966
|
|
|||||||
Net unrealized losses (gains) on derivatives
|
|
2,766
|
|
|
13,694
|
|
|
(577
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,883
|
|
|||||||
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,068
|
|
|
—
|
|
|
—
|
|
|
9,068
|
|
|||||||
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
504
|
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
406
|
|
|||||||
(Gain) loss on disposal or impairment of assets, net
|
|
(111,393
|
)
|
|
6,863
|
|
|
117,516
|
|
|
(30,112
|
)
|
|
8
|
|
|
—
|
|
|
(17,118
|
)
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,241
|
|
|
—
|
|
|
35,241
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
263
|
|
|||||||
Other income, net
|
|
535
|
|
|
211
|
|
|
105
|
|
|
3
|
|
|
5,498
|
|
|
—
|
|
|
6,352
|
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
11,507
|
|
|
579
|
|
|
—
|
|
|
4,308
|
|
|
—
|
|
|
—
|
|
|
16,394
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(737
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(737
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
20,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,607
|
|
|||||||
Intersegment transactions (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(211,460
|
)
|
|
—
|
|
|
—
|
|
|
(211,460
|
)
|
|||||||
Other
|
|
10,617
|
|
|
461
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,163
|
|
|||||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,992
|
|
|
148,992
|
|
|||||||
Adjusted EBITDA
|
|
$
|
117,661
|
|
|
$
|
116,070
|
|
|
$
|
49,739
|
|
|
$
|
10,473
|
|
|
$
|
(34,685
|
)
|
|
$
|
148,992
|
|
|
$
|
408,250
|
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||||||
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating (loss) income
|
|
$
|
(17,475
|
)
|
|
$
|
44,587
|
|
|
$
|
43,252
|
|
|
$
|
245,156
|
|
|
$
|
(86,985
|
)
|
|
$
|
—
|
|
|
$
|
228,535
|
|
Depreciation and amortization
|
|
54,144
|
|
|
101,758
|
|
|
19,163
|
|
|
936
|
|
|
3,612
|
|
|
—
|
|
|
179,613
|
|
|||||||
Amortization recorded to cost of sales
|
|
384
|
|
|
—
|
|
|
781
|
|
|
829
|
|
|
—
|
|
|
—
|
|
|
1,994
|
|
|||||||
Net unrealized (gains) losses on derivatives
|
|
(1,513
|
)
|
|
(2,088
|
)
|
|
216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,385
|
)
|
|||||||
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,820
|
|
|
—
|
|
|
—
|
|
|
2,820
|
|
|||||||
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(973
|
)
|
|
—
|
|
|
—
|
|
|
(973
|
)
|
|||||||
Loss (gain) on disposal or impairment of assets, net
|
|
10,704
|
|
|
(85,560
|
)
|
|
92
|
|
|
(134,217
|
)
|
|
(1
|
)
|
|
—
|
|
|
(208,982
|
)
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,102
|
|
|
—
|
|
|
53,102
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,771
|
|
|
—
|
|
|
1,771
|
|
|||||||
Other (expense) income, net
|
|
(412
|
)
|
|
739
|
|
|
73
|
|
|
19,071
|
|
|
6,949
|
|
|
—
|
|
|
26,420
|
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
11,589
|
|
|
106
|
|
|
—
|
|
|
3,975
|
|
|
—
|
|
|
—
|
|
|
15,670
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(9,210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,210
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
12,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,761
|
|
|||||||
Intersegment transactions (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,305
|
)
|
|
—
|
|
|
—
|
|
|
(107,305
|
)
|
|||||||
Other
|
|
1,996
|
|
|
368
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,443
|
|
|||||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186,043
|
|
|
186,043
|
|
|||||||
Adjusted EBITDA
|
|
$
|
59,417
|
|
|
$
|
63,461
|
|
|
$
|
63,656
|
|
|
$
|
30,292
|
|
|
$
|
(21,552
|
)
|
|
$
|
186,043
|
|
|
$
|
381,317
|
|
|
(1)
|
Amount reflects the intersegment transactions between the continuing businesses within the Refined Products and Renewables segment and TPSL that are eliminated in consolidation.
|
|
|
Average Balance
Outstanding
|
|
Lowest
Balance
|
|
Highest
Balance
|
||||||
|
|
(in thousands)
|
||||||||||
Year Ended March 31, 2019
|
|
|
|
|
|
|
||||||
Expansion capital borrowings
|
|
$
|
82,816
|
|
|
$
|
—
|
|
|
$
|
330,000
|
|
Working capital borrowings
|
|
$
|
852,552
|
|
|
$
|
439,000
|
|
|
$
|
1,095,500
|
|
Year Ended March 31, 2018
|
|
|
|
|
|
|
||||||
Expansion capital borrowings
|
|
$
|
167,900
|
|
|
$
|
—
|
|
|
$
|
397,000
|
|
Working capital borrowings
|
|
$
|
837,651
|
|
|
$
|
719,500
|
|
|
$
|
1,014,500
|
|
|
|
Capital Expenditures
|
|
|
|
Other
|
||||||||||
Year Ended March 31,
|
|
Expansion (1)
|
|
Maintenance (2)
|
|
Acquisitions (3)
|
|
Investments (4)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2019
|
|
$
|
418,920
|
|
|
$
|
49,177
|
|
|
$
|
348,836
|
|
|
$
|
389
|
|
2018
|
|
$
|
155,213
|
|
|
$
|
37,713
|
|
|
$
|
50,417
|
|
|
$
|
27,889
|
|
2017
|
|
$
|
334,383
|
|
|
$
|
26,073
|
|
|
$
|
122,832
|
|
|
$
|
44,864
|
|
|
(1)
|
Amount for the year ended March 31, 2018 includes intangible assets received as consideration as part of the Sawtooth joint venture transaction (see Note 16 to our consolidated financial statements included in this Current Report). Amounts for the years ended March 31, 2019, 2018 and 2017 include $0.4 million, $8.5 million and $5.4 million, respectively, related to our former Retail Propane segment. Amounts for the years ended March 31, 2019 and 2017 include less than $0.1 million and $42.2 million, respectively, related to TPSL. There were no amounts related to TPSL for the year ended March 31, 2018.
|
(2)
|
Amounts for the years ended March 31, 2019, 2018 and 2017 include $3.8 million, $14.0 million and $13.6 million, respectively, related to our former Retail Propane segment. There were no amounts related to TPSL for the years ended March 31, 2019, 2018 or 2017.
|
(3)
|
Amounts for the years ended March 31, 2019, 2018 and 2017 include $31.9 million, $30.5 million and $80.9 million, respectively, related to our former Retail Propane segment. Amount for the year ended March 31, 2019 includes $16.3 million related to TPSL. There were no amounts related to TPSL for the years ended March 31, 2018 and 2017.
|
(4)
|
Amounts for the years ended March 31, 2019 and 2018 primarily related to contributions made to unconsolidated entities. Amount for the year ended March 31, 2017 primarily related to payments made to terminate a development agreement and other liabilities. There were no amounts related to TPSL and our former Retail Propane segment for the years ended March 31, 2019, 2018 or 2017.
|
|
|
Year Ended March 31,
|
||||||||||
Cash Flows Provided by (Used in):
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Operating activities, before changes in operating assets and liabilities
|
|
$
|
172,411
|
|
|
$
|
281,337
|
|
|
$
|
142,652
|
|
Changes in operating assets and liabilities
|
|
(30,223
|
)
|
|
(103,562
|
)
|
|
(147,176
|
)
|
|||
Operating activities-continuing operations
|
|
$
|
142,188
|
|
|
$
|
177,775
|
|
|
$
|
(4,524
|
)
|
Investing activities-continuing operations
|
|
$
|
(385,333
|
)
|
|
$
|
167,075
|
|
|
$
|
(178,357
|
)
|
Financing activities-continuing operations
|
|
$
|
(793,920
|
)
|
|
$
|
(390,445
|
)
|
|
$
|
375,087
|
|
•
|
an increase in capital expenditures from $133.8 million during the year ended March 31, 2018 to $455.6 million during the year ended March 31, 2019 due primarily to capital expenditures for expansion projects in our Water Solutions segment; and
|
•
|
a $280.7 million increase in cash paid for acquisitions during the year ended March 31, 2019.
|
•
|
a decrease in capital expenditures from $302.8 million during the year ended March 31, 2017 to $133.8 million during the year ended March 31, 2018 due primarily to capital expenditures for the Grand Mesa Pipeline;
|
•
|
a $201.0 million increase in proceeds from sales of assets due primarily to the sales of our previously held 50% interest in Glass Mountain and a portion of Sawtooth and an increase in proceeds from the sale of excess pipe in our Crude Oil Logistics segment during the year ended March 31, 2018 and the sales of TLP common units we owned and Grassland during the year ended March 31, 2017; and
|
•
|
a $16.9 million payment to terminate a development agreement during the year ended March 31, 2017 (see Note 16 to our consolidated financial statements included in this Current Report).
|
•
|
an increase in repurchases and redemptions of our senior unsecured notes of $250.4 million during the year ended March 31, 2019; and
|
•
|
a decrease of $202.7 million due to proceeds received from the sale of our preferred units during the year ended March 31, 2018.
|
•
|
$1.2 billion in proceeds from the issuance of the 2023 Notes and 2025 Notes during the year ended March 31, 2017;
|
•
|
an increase of $465.5 million for repayments and repurchases of all of our remaining outstanding senior secured notes and a portion of our Senior Unsecured Notes during the year ended March 31, 2018;
|
•
|
a decrease of $319.4 million in proceeds from the sale of our common units and preferred units during the year ended March 31, 2018;
|
•
|
an increase of $43.3 million in distributions paid to our general partners and common unitholders, preferred unitholders and noncontrolling interest owners during the year ended March 31, 2018; and
|
•
|
$26.4 million for the repurchase of a portion of our common units and warrants related to our 10.75% Class A Convertible Preferred Units (“Class A Preferred Units”) during the year ended March 31, 2018.
|
•
|
an increase of $1.2 billion in borrowings on the revolving credit facilities (net of repayments) during the year ended March 31, 2018;
|
•
|
the repayment of equipment loans totaling $41.7 million during the year ended March 31, 2017;
|
•
|
$30.8 million in debt issuance costs for the issuance of the 2023 Notes and 2025 Notes and the amendment and restatement of the Credit Agreement during the year ended March 31, 2017; and
|
•
|
a $25.9 million release of contingent consideration liabilities related to the termination of a development agreement during the year ended March 31, 2017 (see Note 16 to our consolidated financial statements included in this Current Report).
|
|
|
|
|
Years Ending March 31,
|
|
|
||||||||||||||||||||||
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Principal payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expansion capital borrowings
|
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital borrowings
|
|
896,000
|
|
|
—
|
|
|
—
|
|
|
896,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Senior unsecured notes
|
|
996,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
607,323
|
|
|
389,135
|
|
|||||||
Other long-term debt
|
|
5,331
|
|
|
648
|
|
|
4,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving Credit Facility (1)
|
|
146,419
|
|
|
56,315
|
|
|
56,315
|
|
|
33,789
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Senior unsecured notes
|
|
370,755
|
|
|
69,384
|
|
|
69,384
|
|
|
69,384
|
|
|
69,384
|
|
|
69,384
|
|
|
23,835
|
|
|||||||
Other long-term debt
|
|
319
|
|
|
210
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Letters of credit
|
|
143,360
|
|
|
—
|
|
|
—
|
|
|
143,360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Future minimum lease payments under noncancelable operating leases
|
|
322,213
|
|
|
100,552
|
|
|
76,485
|
|
|
54,611
|
|
|
30,379
|
|
|
18,341
|
|
|
41,845
|
|
|||||||
Future minimum throughput payments under noncancelable agreements (2)
|
|
43,203
|
|
|
43,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction commitments (3)
|
|
29,747
|
|
|
29,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Fixed-price commodity purchase commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Crude oil
|
|
60,227
|
|
|
60,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Natural gas liquids
|
|
5,298
|
|
|
5,033
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Index-price commodity purchase commitments (4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Crude oil (5)
|
|
3,110,615
|
|
|
1,703,112
|
|
|
526,420
|
|
|
411,071
|
|
|
269,990
|
|
|
200,022
|
|
|
—
|
|
|||||||
Natural gas liquids
|
|
565,212
|
|
|
564,013
|
|
|
1,199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
6,970,157
|
|
|
$
|
2,632,444
|
|
|
$
|
734,860
|
|
|
$
|
1,883,215
|
|
|
$
|
369,753
|
|
|
$
|
895,070
|
|
|
$
|
454,815
|
|
|
(1)
|
The estimated interest payments on the Revolving Credit Facility are based on principal and letters of credit outstanding at March 31, 2019. See Note 8 to our consolidated financial statements included in this Current Report for additional information on the Credit Agreement.
|
(2)
|
We have executed noncancelable agreements with crude oil pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity. Under certain agreements we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement, with some contracts containing provisions that allow us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees. A third party has agreed to assume all rights and privileges and to be fully responsible for any minimum shipping fees due for actual shipments that are less than our allotted capacity related to $30.0 million of the fiscal year 2020 amount under a definitive agreement we signed during the three months ended June 30, 2018. See Note 9 and Note 13 to our consolidated financial statements included in this Current Report for additional information.
|
(3)
|
At March 31, 2019, the construction commitments relate to three new towboats and four new barges currently being built.
|
(4)
|
Index prices are based on a forward price curve at March 31, 2019. A theoretical change of $0.10 per gallon of natural gas liquids in the underlying commodity price at March 31, 2019 would result in a change of $102.6 million in the value of our index-price natural gas liquids purchase commitments. A theoretical change of $1.00 per barrel of crude oil in the underlying commodity price at March 31, 2019 would result in a change of $58.4 million in the value of our index-price crude oil purchase commitments. See Note 9 to our consolidated financial statements included in this Current Report for further detail of the commitments.
|
(5)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (see Note 9 to our consolidated financial statements included in this Current Report) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive.
|
|
Increase
(Decrease)
To Fair Value
|
||
Crude oil (Crude Oil Logistics segment)
|
$
|
(10,311
|
)
|
Propane (Liquids segment)
|
$
|
773
|
|
Other products (Liquids segment)
|
$
|
(4,175
|
)
|
Gasoline (Refined Products and Renewables segment)
|
$
|
(7,399
|
)
|
Diesel (Refined Products and Renewables segment)
|
$
|
(17,843
|
)
|
Ethanol (Refined Products and Renewables segment)
|
$
|
(5,268
|
)
|
Biodiesel (Refined Products and Renewables segment)
|
$
|
(121
|
)
|
Canadian dollars (Liquids segment)
|
$
|
461
|
|
NGL ENERGY PARTNERS LP
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Consolidated Balance Sheets at March 31, 2019 and 2018
|
F-3
|
|
|
Consolidated Statements of Operations for the years ended March 31, 2019, 2018, and 2017
|
F-4
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2019, 2018, and 2017
|
F-5
|
|
|
Consolidated Statements of Changes in Equity for the years ended March 31, 2019, 2018, and 2017
|
F-6
|
|
|
Consolidated Statements of Cash Flows for the years ended March 31, 2019, 2018, and 2017
|
F-7
|
|
|
Notes to Consolidated Financial Statements
|
F-9
|
/s/ GRANT THORNTON LLP
|
|
|
|
We have served as the Partnership’s auditor since 2010.
|
|
|
|
Tulsa, Oklahoma
|
|
May 30, 2019 (except for the effects of discontinued operations, as discussed in Note 17, as to which the date is November 22, 2019)
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
18,572
|
|
|
$
|
22,094
|
|
Accounts receivable-trade, net of allowance for doubtful accounts of $4,016 and $3,851, respectively
|
998,203
|
|
|
820,552
|
|
||
Accounts receivable-affiliates
|
12,867
|
|
|
4,772
|
|
||
Inventories
|
252,770
|
|
|
324,442
|
|
||
Prepaid expenses and other current assets
|
142,811
|
|
|
100,796
|
|
||
Assets held for sale
|
387,450
|
|
|
527,102
|
|
||
Total current assets
|
1,812,673
|
|
|
1,799,758
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $417,457 and $341,222, respectively
|
1,828,940
|
|
|
1,512,286
|
|
||
GOODWILL
|
1,113,149
|
|
|
1,173,223
|
|
||
INTANGIBLE ASSETS, net of accumulated amortization of $503,117 and $417,647, respectively
|
800,889
|
|
|
775,087
|
|
||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
1,127
|
|
|
17,236
|
|
||
LOAN RECEIVABLE-AFFILIATE
|
—
|
|
|
1,200
|
|
||
OTHER NONCURRENT ASSETS
|
113,857
|
|
|
202,954
|
|
||
ASSETS HELD FOR SALE
|
231,858
|
|
|
669,378
|
|
||
Total assets
|
$
|
5,902,493
|
|
|
$
|
6,151,122
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable-trade
|
$
|
879,063
|
|
|
$
|
781,197
|
|
Accounts payable-affiliates
|
28,469
|
|
|
1,254
|
|
||
Accrued expenses and other payables
|
191,731
|
|
|
160,942
|
|
||
Advance payments received from customers
|
8,461
|
|
|
7,889
|
|
||
Current maturities of long-term debt
|
648
|
|
|
646
|
|
||
Liabilities held for sale
|
142,781
|
|
|
164,454
|
|
||
Total current liabilities
|
1,251,153
|
|
|
1,116,382
|
|
||
LONG-TERM DEBT, net of debt issuance costs of $12,008 and $20,645, respectively, and current maturities
|
2,160,133
|
|
|
2,679,740
|
|
||
OTHER NONCURRENT LIABILITIES
|
63,575
|
|
|
173,514
|
|
||
NONCURRENT LIABILITIES HELD FOR SALE
|
—
|
|
|
2,888
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 9)
|
|
|
|
|
|
||
|
|
|
|
||||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 19,942,169 and 19,942,169 preferred units issued and outstanding, respectively
|
149,814
|
|
|
82,576
|
|
||
REDEEMABLE NONCONTROLLING INTEREST HELD FOR SALE
|
—
|
|
|
9,927
|
|
||
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
General partner, representing a 0.1% interest, 124,633 and 121,594 notional units, respectively
|
(50,603
|
)
|
|
(50,819
|
)
|
||
Limited partners, representing a 99.9% interest, 124,508,497 and 121,472,725 common units issued and outstanding, respectively
|
2,067,197
|
|
|
1,852,495
|
|
||
Class B preferred limited partners, 8,400,000 and 8,400,000 preferred units issued and outstanding, respectively
|
202,731
|
|
|
202,731
|
|
||
Accumulated other comprehensive loss
|
(255
|
)
|
|
(1,815
|
)
|
||
Noncontrolling interests
|
58,748
|
|
|
83,503
|
|
||
Total equity
|
2,277,818
|
|
|
2,086,095
|
|
||
Total liabilities and equity
|
$
|
5,902,493
|
|
|
$
|
6,151,122
|
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
$
|
3,136,635
|
|
|
$
|
2,260,075
|
|
|
$
|
1,666,884
|
|
Water Solutions
|
301,686
|
|
|
229,139
|
|
|
159,601
|
|
|||
Liquids
|
2,415,041
|
|
|
2,215,985
|
|
|
1,537,172
|
|
|||
Refined Products and Renewables
|
11,965,896
|
|
|
5,664,399
|
|
|
4,113,021
|
|
|||
Other
|
1,362
|
|
|
1,174
|
|
|
844
|
|
|||
Total Revenues
|
17,820,620
|
|
|
10,370,772
|
|
|
7,477,522
|
|
|||
COST OF SALES:
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
2,902,656
|
|
|
2,113,747
|
|
|
1,572,015
|
|
|||
Water Solutions
|
(10,787
|
)
|
|
19,345
|
|
|
4,068
|
|
|||
Liquids
|
2,277,709
|
|
|
2,128,522
|
|
|
1,432,200
|
|
|||
Refined Products and Renewables
|
11,990,768
|
|
|
5,440,725
|
|
|
3,988,494
|
|
|||
Other
|
1,929
|
|
|
530
|
|
|
400
|
|
|||
Total Cost of Sales
|
17,162,275
|
|
|
9,702,869
|
|
|
6,997,177
|
|
|||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Operating
|
233,313
|
|
|
194,096
|
|
|
173,623
|
|
|||
General and administrative
|
107,407
|
|
|
97,979
|
|
|
100,839
|
|
|||
Depreciation and amortization
|
211,973
|
|
|
208,398
|
|
|
179,613
|
|
|||
Loss (gain) on disposal or impairment of assets, net
|
34,296
|
|
|
(17,118
|
)
|
|
(208,982
|
)
|
|||
Revaluation of liabilities
|
(5,373
|
)
|
|
20,716
|
|
|
6,717
|
|
|||
Operating Income
|
76,729
|
|
|
163,832
|
|
|
228,535
|
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated entities
|
2,533
|
|
|
7,539
|
|
|
3,830
|
|
|||
Revaluation of investments
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|||
Interest expense
|
(164,725
|
)
|
|
(199,150
|
)
|
|
(149,601
|
)
|
|||
(Loss) gain on early extinguishment of liabilities, net
|
(12,340
|
)
|
|
(23,201
|
)
|
|
24,727
|
|
|||
Other (expense) income, net
|
(30,414
|
)
|
|
6,352
|
|
|
26,420
|
|
|||
(Loss) Income From Continuing Operations Before Income Taxes
|
(128,217
|
)
|
|
(44,628
|
)
|
|
119,546
|
|
|||
INCOME TAX EXPENSE
|
(1,233
|
)
|
|
(1,353
|
)
|
|
(1,933
|
)
|
|||
(Loss) Income From Continuing Operations
|
(129,450
|
)
|
|
(45,981
|
)
|
|
117,613
|
|
|||
Income (Loss) From Discontinued Operations, net of Tax
|
468,845
|
|
|
(23,624
|
)
|
|
26,261
|
|
|||
Net Income (Loss)
|
339,395
|
|
|
(69,605
|
)
|
|
143,874
|
|
|||
LESS: NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
20,206
|
|
|
(240
|
)
|
|
(6,832
|
)
|
|||
LESS: NET LOSS (INCOME) ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
446
|
|
|
(1,030
|
)
|
|
—
|
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
$
|
360,047
|
|
|
$
|
(70,875
|
)
|
|
$
|
137,042
|
|
|
|
|
|
|
|
||||||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)
|
$
|
(221,098
|
)
|
|
$
|
(106,297
|
)
|
|
$
|
80,434
|
|
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)
|
$
|
468,822
|
|
|
$
|
(24,629
|
)
|
|
$
|
26,234
|
|
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS
|
$
|
247,724
|
|
|
$
|
(130,926
|
)
|
|
$
|
106,668
|
|
BASIC INCOME (LOSS) PER COMMON UNIT
|
|
|
|
|
|
||||||
(Loss) Income From Continuing Operations
|
$
|
(1.80
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.75
|
|
Income (Loss) From Discontinued Operations, net of Tax
|
$
|
3.81
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.24
|
|
Net Income (Loss)
|
$
|
2.01
|
|
|
$
|
(1.08
|
)
|
|
$
|
0.99
|
|
DILUTED INCOME (LOSS) PER COMMON UNIT
|
|
|
|
|
|
||||||
(Loss) Income From Continuing Operations
|
$
|
(1.80
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.72
|
|
Income (Loss) From Discontinued Operations, net of Tax
|
$
|
3.81
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.23
|
|
Net Income (Loss)
|
$
|
2.01
|
|
|
$
|
(1.08
|
)
|
|
$
|
0.95
|
|
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
123,017,064
|
|
|
120,991,340
|
|
|
108,091,486
|
|
|||
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
123,017,064
|
|
|
120,991,340
|
|
|
111,850,621
|
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
339,395
|
|
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
Other comprehensive (loss) income
|
(9
|
)
|
|
13
|
|
|
(1,671
|
)
|
|||
Comprehensive income (loss)
|
$
|
339,386
|
|
|
$
|
(69,592
|
)
|
|
$
|
142,203
|
|
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
Class B Preferred
|
|
Common
|
|
|
|
|
|
|
||||||||||||||||||
|
General
Partner
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||
BALANCES AT MARCH 31, 2016
|
$
|
(50,811
|
)
|
|
—
|
|
|
$
|
—
|
|
|
104,169,573
|
|
|
$
|
1,707,326
|
|
|
$
|
(157
|
)
|
|
$
|
37,707
|
|
|
$
|
1,694,065
|
|
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
(287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,294
|
)
|
|
—
|
|
|
—
|
|
|
(181,581
|
)
|
||||||
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,292
|
)
|
|
(3,292
|
)
|
||||||
Contributions
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
—
|
|
|
1,173
|
|
|
721
|
|
||||||
Business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
218,617
|
|
|
3,940
|
|
|
—
|
|
|
—
|
|
|
3,940
|
|
||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
(12,602
|
)
|
|
(12,817
|
)
|
||||||
Equity issued pursuant to incentive compensation plan (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,350,082
|
|
|
68,414
|
|
|
—
|
|
|
—
|
|
|
68,414
|
|
||||||
Common units issued, net of offering costs (Note 10)
|
288
|
|
|
—
|
|
|
—
|
|
|
13,441,135
|
|
|
286,848
|
|
|
—
|
|
|
—
|
|
|
287,136
|
|
||||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,534
|
|
|
—
|
|
|
—
|
|
|
131,534
|
|
||||||
Issuance of warrants, net of offering costs (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,550
|
|
|
—
|
|
|
—
|
|
|
48,550
|
|
||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,999
|
)
|
|
—
|
|
|
—
|
|
|
(8,999
|
)
|
||||||
Transfer of redeemable noncontrolling interest (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,072
|
)
|
|
(3,072
|
)
|
||||||
Net income
|
232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,810
|
|
|
—
|
|
|
6,832
|
|
|
143,874
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,671
|
)
|
|
—
|
|
|
(1,671
|
)
|
||||||
BALANCES AT MARCH 31, 2017
|
(50,529
|
)
|
|
—
|
|
|
—
|
|
|
120,179,407
|
|
|
2,192,413
|
|
|
(1,828
|
)
|
|
26,746
|
|
|
2,166,802
|
|
||||||
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229,469
|
)
|
|
—
|
|
|
—
|
|
|
(229,792
|
)
|
||||||
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,082
|
)
|
|
(3,082
|
)
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
||||||
Sawtooth joint venture (Note 16)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,981
|
)
|
|
—
|
|
|
76,214
|
|
|
59,233
|
|
||||||
Purchase of noncontrolling interest (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,245
|
)
|
|
—
|
|
|
(16,638
|
)
|
|
(22,883
|
)
|
||||||
Redeemable noncontrolling interest valuation adjustment (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
||||||
Repurchase of warrants (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
||||||
Equity issued pursuant to incentive compensation plan (Note 10)
|
28
|
|
|
—
|
|
|
—
|
|
|
2,260,011
|
|
|
34,623
|
|
|
—
|
|
|
—
|
|
|
34,651
|
|
||||||
Common unit repurchases and cancellations (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,574,346
|
)
|
|
(15,817
|
)
|
|
—
|
|
|
—
|
|
|
(15,817
|
)
|
||||||
Warrants exercised (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
607,653
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,781
|
)
|
|
—
|
|
|
—
|
|
|
(18,781
|
)
|
||||||
Issuance of Class B preferred units, net of offering costs (Note 10)
|
—
|
|
|
8,400,000
|
|
|
202,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,731
|
|
||||||
Net income (loss)
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,880
|
)
|
|
—
|
|
|
240
|
|
|
(70,635
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
BALANCES AT MARCH 31, 2018
|
(50,819
|
)
|
|
8,400,000
|
|
|
202,731
|
|
|
121,472,725
|
|
|
1,852,495
|
|
|
(1,815
|
)
|
|
83,503
|
|
|
2,086,095
|
|
||||||
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
(330
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236,303
|
)
|
|
—
|
|
|
—
|
|
|
(236,633
|
)
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
169
|
|
||||||
Sawtooth joint venture (Note 16)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(791
|
)
|
|
(854
|
)
|
||||||
Purchase of noncontrolling interest (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(3,927
|
)
|
|
(3,960
|
)
|
||||||
Redeemable noncontrolling interest valuation adjustment (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,349
|
)
|
|
—
|
|
|
—
|
|
|
(3,349
|
)
|
||||||
Repurchase of warrants (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
||||||
Common unit repurchases and cancellations (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,993
|
)
|
|
(297
|
)
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
||||||
Equity issued pursuant to incentive compensation plan (Note 10)
|
22
|
|
|
—
|
|
|
—
|
|
|
2,833,968
|
|
|
39,712
|
|
|
—
|
|
|
—
|
|
|
39,734
|
|
||||||
Warrants exercised (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
228,797
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,239
|
)
|
|
—
|
|
|
—
|
|
|
(67,239
|
)
|
||||||
Net income (loss)
|
387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
359,660
|
|
|
—
|
|
|
(20,206
|
)
|
|
339,841
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Cumulative effect adjustment for adoption of ASC 606 (Note 15)
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,167
|
|
|
—
|
|
|
—
|
|
|
139,306
|
|
||||||
Cumulative effect adjustment for adoption of ASU 2016-01 (Note 2)
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,567
|
)
|
|
1,569
|
|
|
—
|
|
|
—
|
|
||||||
BALANCES AT MARCH 31, 2019
|
$
|
(50,603
|
)
|
|
8,400,000
|
|
|
$
|
202,731
|
|
|
124,508,497
|
|
|
$
|
2,067,197
|
|
|
$
|
(255
|
)
|
|
$
|
58,748
|
|
|
$
|
2,277,818
|
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
339,395
|
|
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations, net of tax
|
(468,845
|
)
|
|
23,624
|
|
|
(26,261
|
)
|
|||
Depreciation and amortization, including amortization of debt issuance costs
|
221,674
|
|
|
219,983
|
|
|
189,369
|
|
|||
Loss (gain) on early extinguishment or revaluation of liabilities, net
|
6,967
|
|
|
43,917
|
|
|
(18,010
|
)
|
|||
Gain on termination of a storage sublease agreement
|
—
|
|
|
—
|
|
|
(16,205
|
)
|
|||
Non-cash equity-based compensation expense
|
41,367
|
|
|
35,241
|
|
|
53,102
|
|
|||
Loss (gain) on disposal or impairment of assets, net
|
34,296
|
|
|
(17,118
|
)
|
|
(208,982
|
)
|
|||
Provision for doubtful accounts
|
369
|
|
|
590
|
|
|
(739
|
)
|
|||
Net adjustments to fair value of commodity derivatives
|
(28,000
|
)
|
|
47,646
|
|
|
21,189
|
|
|||
Equity in earnings of unconsolidated entities
|
(2,533
|
)
|
|
(7,539
|
)
|
|
(3,830
|
)
|
|||
Distributions of earnings from unconsolidated entities
|
2,206
|
|
|
4,632
|
|
|
3,564
|
|
|||
Lower of cost or market value adjustment
|
26,000
|
|
|
406
|
|
|
(974
|
)
|
|||
Revaluation of investments
|
—
|
|
|
—
|
|
|
14,365
|
|
|||
Other
|
(485
|
)
|
|
(440
|
)
|
|
(7,810
|
)
|
|||
Changes in operating assets and liabilities, exclusive of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable-trade and affiliates
|
(185,705
|
)
|
|
(214,756
|
)
|
|
(234,750
|
)
|
|||
Inventories
|
36,055
|
|
|
(47,221
|
)
|
|
(101,363
|
)
|
|||
Other current and noncurrent assets
|
43,996
|
|
|
(31,689
|
)
|
|
(37,758
|
)
|
|||
Accounts payable-trade and affiliates
|
87,739
|
|
|
197,273
|
|
|
221,217
|
|
|||
Other current and noncurrent liabilities
|
(12,308
|
)
|
|
(7,169
|
)
|
|
5,478
|
|
|||
Net cash provided by (used in) operating activities-continuing operations
|
142,188
|
|
|
177,775
|
|
|
(4,524
|
)
|
|||
Net cash provided by (used in) operating activities-discontinued operations
|
195,062
|
|
|
(39,808
|
)
|
|
(20,514
|
)
|
|||
Net cash provided by (used in) operating activities
|
337,250
|
|
|
137,967
|
|
|
(25,038
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(455,586
|
)
|
|
(133,761
|
)
|
|
(302,762
|
)
|
|||
Acquisitions, net of cash acquired
|
(300,614
|
)
|
|
(19,897
|
)
|
|
(41,928
|
)
|
|||
Net settlements of commodity derivatives
|
9,009
|
|
|
(38,673
|
)
|
|
6,648
|
|
|||
Proceeds from sales of assets
|
16,177
|
|
|
33,844
|
|
|
28,232
|
|
|||
Proceeds from divestitures of businesses and investments, net
|
335,809
|
|
|
329,780
|
|
|
134,370
|
|
|||
Transaction with Victory Propane (Note 13)
|
—
|
|
|
(6,424
|
)
|
|
—
|
|
|||
Investments in unconsolidated entities
|
(389
|
)
|
|
(21,465
|
)
|
|
(2,105
|
)
|
|||
Distributions of capital from unconsolidated entities
|
1,440
|
|
|
11,969
|
|
|
9,692
|
|
|||
Repayments on loan for natural gas liquids facility
|
10,336
|
|
|
10,052
|
|
|
8,916
|
|
|||
Loan to affiliate
|
(1,515
|
)
|
|
(2,510
|
)
|
|
(3,200
|
)
|
|||
Repayments on loan to affiliate
|
—
|
|
|
4,160
|
|
|
655
|
|
|||
Payment to terminate development agreement
|
—
|
|
|
—
|
|
|
(16,875
|
)
|
|||
Net cash (used in) provided by investing activities-continuing operations
|
(385,333
|
)
|
|
167,075
|
|
|
(178,357
|
)
|
|||
Net cash provided by (used in) investing activities-discontinued operations
|
838,806
|
|
|
103,507
|
|
|
(184,769
|
)
|
|||
Net cash provided by (used in) investing activities
|
453,473
|
|
|
270,582
|
|
|
(363,126
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facilities
|
4,098,500
|
|
|
2,434,500
|
|
|
1,700,000
|
|
|||
Payments on revolving credit facilities
|
(3,897,000
|
)
|
|
(2,279,500
|
)
|
|
(2,733,500
|
)
|
|||
Issuance of senior unsecured notes
|
—
|
|
|
—
|
|
|
1,200,000
|
|
|||
Repayment and repurchase of senior secured and senior unsecured notes
|
(737,058
|
)
|
|
(486,699
|
)
|
|
(21,193
|
)
|
|||
Payments on other long-term debt
|
(653
|
)
|
|
(877
|
)
|
|
(46,153
|
)
|
|||
Debt issuance costs
|
(1,383
|
)
|
|
(2,700
|
)
|
|
(33,558
|
)
|
|||
Contributions from general partner
|
—
|
|
|
—
|
|
|
49
|
|
|||
Contributions from noncontrolling interest owners, net
|
169
|
|
|
23
|
|
|
672
|
|
|||
Distributions to general and common unit partners and preferred unitholders
|
(236,633
|
)
|
|
(225,067
|
)
|
|
(181,581
|
)
|
|||
Distributions to noncontrolling interest owners
|
—
|
|
|
(3,082
|
)
|
|
(3,292
|
)
|
|||
Proceeds from sale of preferred units, net of offering costs
|
—
|
|
|
202,731
|
|
|
234,975
|
|
|||
Repurchase of warrants
|
(14,988
|
)
|
|
(10,549
|
)
|
|
—
|
|
|||
Common unit repurchases and cancellations
|
(297
|
)
|
|
(15,817
|
)
|
|
—
|
|
|||
Proceeds from sale of common units, net of offering costs
|
—
|
|
|
—
|
|
|
287,136
|
|
|||
Payments for settlement and early extinguishment of liabilities
|
(4,577
|
)
|
|
(3,408
|
)
|
|
(28,468
|
)
|
|||
Net cash (used in) provided by financing activities-continuing operations
|
(793,920
|
)
|
|
(390,445
|
)
|
|
375,087
|
|
|||
Net cash used in financing activities-discontinued operations
|
(325
|
)
|
|
(3,836
|
)
|
|
(3,633
|
)
|
|||
Net cash (used in) provided by financing activities
|
(794,245
|
)
|
|
(394,281
|
)
|
|
371,454
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(3,522
|
)
|
|
14,268
|
|
|
(16,710
|
)
|
|||
Cash and cash equivalents, beginning of period
|
22,094
|
|
|
7,826
|
|
|
24,536
|
|
|||
Cash and cash equivalents, end of period
|
$
|
18,572
|
|
|
$
|
22,094
|
|
|
$
|
7,826
|
|
•
|
Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling, trucking, marine and pipeline transportation services through its owned assets.
|
•
|
Our Water Solutions segment provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms, drilling fluids and drilling muds and performs truck and frac tank washouts. In addition, our Water Solutions segment sells the recovered hydrocarbons that result from performing these services and sells freshwater to producers for exploration and production activities.
|
•
|
Our Liquids segment supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada using its leased underground storage and fleet of leased railcars, markets regionally through its 27 owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah. See Note 16 for a discussion of the joint venture of our Sawtooth Caverns, LLC (“Sawtooth”) business.
|
•
|
Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations, purchases refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedules them for delivery at various locations throughout the country. In addition, in certain storage locations, our Refined Products and Renewables segment may also purchase unfinished gasoline blending components for subsequent blending into finished gasoline to supply our marketing business as well as third parties. See below for a discussion of the sale of a portion of our Refined Products and Renewables segment.
|
•
|
Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
|
•
|
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties.
|
•
|
Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
Segment
|
|
Gross
Receivable |
|
Allowance for
Doubtful Accounts |
|
Net
|
|
Gross
Receivable |
|
Allowance for
Doubtful Accounts |
|
Net
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Crude Oil Logistics
|
|
$
|
514,243
|
|
|
$
|
(15
|
)
|
|
$
|
514,228
|
|
|
$
|
404,865
|
|
|
$
|
—
|
|
|
$
|
404,865
|
|
Water Solutions
|
|
57,526
|
|
|
(3,157
|
)
|
|
54,369
|
|
|
59,958
|
|
|
(2,952
|
)
|
|
57,006
|
|
||||||
Liquids
|
|
134,050
|
|
|
(177
|
)
|
|
133,873
|
|
|
131,006
|
|
|
(20
|
)
|
|
130,986
|
|
||||||
Refined Products and Renewables
|
|
295,984
|
|
|
(667
|
)
|
|
295,317
|
|
|
228,574
|
|
|
(879
|
)
|
|
227,695
|
|
||||||
Corporate and Other
|
|
416
|
|
|
—
|
|
|
416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
1,002,219
|
|
|
$
|
(4,016
|
)
|
|
$
|
998,203
|
|
|
$
|
824,403
|
|
|
$
|
(3,851
|
)
|
|
$
|
820,552
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Allowance for doubtful accounts, beginning of period
|
|
$
|
(3,851
|
)
|
|
$
|
(3,604
|
)
|
|
$
|
(5,340
|
)
|
Provision for doubtful accounts
|
|
(369
|
)
|
|
(590
|
)
|
|
739
|
|
|||
Write off of uncollectible accounts
|
|
204
|
|
|
343
|
|
|
997
|
|
|||
Allowance for doubtful accounts, end of period
|
|
$
|
(4,016
|
)
|
|
$
|
(3,851
|
)
|
|
$
|
(3,604
|
)
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Crude oil
|
|
$
|
51,359
|
|
|
$
|
77,351
|
|
Natural gas liquids:
|
|
|
|
|
||||
Propane
|
|
33,478
|
|
|
38,910
|
|
||
Butane
|
|
15,294
|
|
|
12,613
|
|
||
Other
|
|
7,482
|
|
|
6,515
|
|
||
Refined products:
|
|
|
|
|
||||
Gasoline
|
|
87,661
|
|
|
124,582
|
|
||
Diesel
|
|
37,791
|
|
|
50,574
|
|
||
Renewables:
|
|
|
|
|
||||
Ethanol
|
|
14,955
|
|
|
5,930
|
|
||
Biodiesel
|
|
4,750
|
|
|
7,967
|
|
||
Total
|
|
$
|
252,770
|
|
|
$
|
324,442
|
|
|
|
|
|
Ownership
|
|
Date Acquired
|
|
March 31,
|
||||||
Entity
|
|
Segment
|
|
Interest (1)
|
|
or Formed
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Water services company (2)
|
|
Water Solutions
|
|
50%
|
|
August 2018
|
|
$
|
920
|
|
|
$
|
—
|
|
Natural gas liquids terminal company (3)
|
|
Liquids
|
|
50%
|
|
March 2019
|
|
207
|
|
|
—
|
|
||
Water treatment and disposal facility (4)
|
|
Water Solutions
|
|
—%
|
|
August 2015
|
|
—
|
|
|
2,094
|
|
||
E Energy Adams, LLC (5)
|
|
Refined Products and Renewables
|
|
—%
|
|
December 2013
|
|
—
|
|
|
15,142
|
|
||
Victory Propane (6)
|
|
Corporate and Other
|
|
—%
|
|
April 2015
|
|
—
|
|
|
—
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
1,127
|
|
|
$
|
17,236
|
|
|
(1)
|
Ownership interest percentages are at March 31, 2019.
|
(2)
|
This is an investment in an unincorporated joint venture that we acquired as part of an acquisition in August 2018. See Note 4 for a further discussion.
|
(3)
|
This is an investment in an unincorporated joint venture that we acquired as part of an acquisition in March 2019. See Note 4 for a further discussion.
|
(4)
|
This is an investment in an unincorporated joint venture. On February 28, 2019, we sold this investment as part of the sale of our South Pecos water disposal business. See Note 16 for a further discussion.
|
(5)
|
On May 3, 2018, we sold our previously held 20% interest in E Energy Adams, LLC for net proceeds of $18.6 million and recorded a gain on disposal of $3.0 million during the year ended March 31, 2019 within loss (gain) on disposal or impairment of assets, net in our consolidated statement of operations.
|
(6)
|
On August 14, 2018, we sold our previously held 50% interest in Victory Propane. See Note 13 for a further discussion.
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Current assets
|
$
|
1,328
|
|
|
$
|
24,431
|
|
Noncurrent assets
|
$
|
519
|
|
|
$
|
99,164
|
|
Current liabilities
|
$
|
178
|
|
|
$
|
16,787
|
|
Noncurrent liabilities
|
$
|
—
|
|
|
$
|
10,620
|
|
|
March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Revenues
|
$
|
21,036
|
|
|
$
|
182,820
|
|
|
$
|
180,632
|
|
Cost of sales
|
$
|
9,919
|
|
|
$
|
114,890
|
|
|
$
|
114,316
|
|
Net income
|
$
|
5,506
|
|
|
$
|
26,438
|
|
|
$
|
19,462
|
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Loan receivable (1)
|
|
$
|
19,474
|
|
|
$
|
29,463
|
|
Line fill (2)
|
|
33,437
|
|
|
34,897
|
|
||
Minimum shipping fees - pipeline commitments (3)
|
|
23,494
|
|
|
88,757
|
|
||
Other
|
|
37,452
|
|
|
49,837
|
|
||
Total
|
|
$
|
113,857
|
|
|
$
|
202,954
|
|
|
(1)
|
Represents the noncurrent portion of a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party and the noncurrent portion of a loan receivable with Victory Propane (see Note 13).
|
(2)
|
Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2019, line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. At March 31, 2018, line fill consisted of 360,425 barrels of crude oil and 262,000 barrels of propane. Line fill held in pipelines we own is included within property, plant and equipment (see Note 5).
|
(3)
|
Represents the minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for two contracts with crude oil pipeline operators. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9). During the three months ended June 30, 2018, we entered into a definitive agreement, as described further in Note 13, in which we agreed to provide the benefit of our deficiency credit under one of these contracts. As a result of providing this benefit to the third party, we wrote off $67.7 million of these deficiency credits and recorded a loss within loss (gain) on disposal or impairment of assets, net. Under the remaining other contract for which we have the future benefit, we currently have 13 months in which to ship the excess volumes.
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Accrued compensation and benefits
|
|
$
|
19,312
|
|
|
$
|
17,778
|
|
Excise and other tax liabilities
|
|
10,481
|
|
|
8,279
|
|
||
Derivative liabilities
|
|
88,932
|
|
|
32,021
|
|
||
Accrued interest
|
|
24,882
|
|
|
39,947
|
|
||
Product exchange liabilities
|
|
5,945
|
|
|
1,116
|
|
||
Gavilon legal matter settlement (Note 9)
|
|
12,500
|
|
|
—
|
|
||
Deferred gain on sale of general partner interest in TLP (1)
|
|
—
|
|
|
30,113
|
|
||
Other
|
|
29,679
|
|
|
31,688
|
|
||
Total
|
|
$
|
191,731
|
|
|
$
|
160,942
|
|
|
(1)
|
See Note 15 for a discussion of the accounting for the deferred gain upon adoption of ASC 606.
|
Balance at March 31, 2017
|
|
$
|
3,072
|
|
Net income attributable to redeemable noncontrolling interest
|
|
1,030
|
|
|
Redeemable noncontrolling interest valuation adjustment
|
|
5,825
|
|
|
Balance at March 31, 2018
|
|
9,927
|
|
|
Net loss attributable to redeemable noncontrolling interest
|
|
(446
|
)
|
|
Redeemable noncontrolling interest valuation adjustment
|
|
3,349
|
|
|
Disposal of redeemable noncontrolling interest
|
|
(12,830
|
)
|
|
Balance at March 31, 2019
|
|
$
|
—
|
|
|
|
Year Ended March 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average common units outstanding during the period:
|
|
|
|
|
|
|
|||
Common units - Basic
|
|
123,017,064
|
|
|
120,991,340
|
|
|
108,091,486
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|||
Performance awards
|
|
—
|
|
|
—
|
|
|
173,087
|
|
Warrants
|
|
—
|
|
|
—
|
|
|
3,586,048
|
|
Common units - Diluted
|
|
123,017,064
|
|
|
120,991,340
|
|
|
111,850,621
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands, except unit and per unit amounts)
|
||||||||||
(Loss) income from continuing operations
|
|
$
|
(129,450
|
)
|
|
$
|
(45,981
|
)
|
|
$
|
117,613
|
|
Less: Continuing operations loss (income) attributable to noncontrolling interests
|
|
20,206
|
|
|
(240
|
)
|
|
(6,832
|
)
|
|||
Net (loss) income from continuing operations attributable to NGL Energy Partners LP
|
|
(109,244
|
)
|
|
(46,221
|
)
|
|
110,781
|
|
|||
Less: Distributions to preferred unitholders (1)
|
|
(111,936
|
)
|
|
(59,697
|
)
|
|
(30,142
|
)
|
|||
Less: Continuing operations net loss (income) allocated to general partner (2)
|
|
82
|
|
|
(30
|
)
|
|
(205
|
)
|
|||
Less: Repurchase of warrants (3)
|
|
—
|
|
|
(349
|
)
|
|
—
|
|
|||
Net (loss) income from continuing operations allocated to common unitholders
|
|
$
|
(221,098
|
)
|
|
$
|
(106,297
|
)
|
|
$
|
80,434
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
|
$
|
468,845
|
|
|
$
|
(23,624
|
)
|
|
$
|
26,261
|
|
Less: Discontinued operations loss (income) attributable to redeemable noncontrolling interests
|
|
446
|
|
|
(1,030
|
)
|
|
—
|
|
|||
Less: Discontinued operations (income) loss allocated to general partner (2)
|
|
(469
|
)
|
|
25
|
|
|
(27
|
)
|
|||
Net income (loss) from discontinued operations allocated to common unitholders
|
|
$
|
468,822
|
|
|
$
|
(24,629
|
)
|
|
$
|
26,234
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) allocated to common unitholders
|
|
$
|
247,724
|
|
|
$
|
(130,926
|
)
|
|
$
|
106,668
|
|
|
|
|
|
|
|
|
||||||
Basic income (loss) per common unit
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(1.80
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.75
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
3.81
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.24
|
|
Net income (loss)
|
|
$
|
2.01
|
|
|
$
|
(1.08
|
)
|
|
$
|
0.99
|
|
Diluted income (loss) per common unit
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(1.80
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.72
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
3.81
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.23
|
|
Net income (loss)
|
|
$
|
2.01
|
|
|
$
|
(1.08
|
)
|
|
$
|
0.95
|
|
Basic weighted average common units outstanding
|
|
123,017,064
|
|
|
120,991,340
|
|
|
108,091,486
|
|
|||
Diluted weighted average common units outstanding
|
|
123,017,064
|
|
|
120,991,340
|
|
|
111,850,621
|
|
|
(1)
|
This amount includes the distribution to preferred unitholders as well as the accretion for the beneficial conversion, as discussed further in Note 10.
|
(2)
|
Net (income) loss allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights.
|
(3)
|
This amount represents the excess of the repurchase price over the fair value of the warrants, as discussed further in Note 10.
|
Property, plant and equipment
|
$
|
36,590
|
|
Goodwill
|
50,619
|
|
|
Intangible assets
|
29,287
|
|
|
Current liabilities
|
(10
|
)
|
|
Other noncurrent liabilities
|
(410
|
)
|
|
Fair value of net assets acquired
|
$
|
116,076
|
|
Property, plant and equipment
|
$
|
7,123
|
|
Goodwill
|
23,570
|
|
|
Intangible assets
|
64,015
|
|
|
Investments in unconsolidated entities
|
2,060
|
|
|
Current liabilities
|
(276
|
)
|
|
Other noncurrent liabilities
|
(19,288
|
)
|
|
Fair value of net assets acquired
|
$
|
77,204
|
|
Inventories
|
$
|
15,370
|
|
Other current assets
|
667
|
|
|
Property, plant and equipment
|
42,413
|
|
|
Goodwill
|
20,472
|
|
|
Intangible assets
|
26,900
|
|
|
Investments in unconsolidated entities
|
204
|
|
|
Current liabilities
|
(2,128
|
)
|
|
Other noncurrent liabilities
|
(524
|
)
|
|
Fair value of net assets acquired
|
$
|
103,374
|
|
Inventories
|
$
|
327
|
|
Other current assets
|
85
|
|
|
Property, plant and equipment
|
9,986
|
|
|
Goodwill
|
1,328
|
|
|
Intangible assets
|
4,600
|
|
|
Current liabilities
|
(4
|
)
|
|
Fair value of net assets acquired
|
$
|
16,322
|
|
|
Estimated
|
March 31,
|
||||||||
Description
|
Useful Lives
|
2019
|
|
2018
|
||||||
|
(in years)
|
(in thousands)
|
||||||||
Natural gas liquids terminal and storage assets
|
2
|
-
|
30
|
$
|
280,106
|
|
|
$
|
238,487
|
|
Pipeline and related facilities
|
30
|
-
|
40
|
243,799
|
|
|
243,616
|
|
||
Vehicles and railcars
|
3
|
-
|
25
|
124,948
|
|
|
121,159
|
|
||
Water treatment facilities and equipment
|
3
|
-
|
30
|
704,666
|
|
|
601,139
|
|
||
Crude oil tanks and related equipment
|
2
|
-
|
30
|
225,476
|
|
|
218,588
|
|
||
Barges and towboats
|
5
|
-
|
30
|
103,735
|
|
|
92,712
|
|
||
Information technology equipment
|
3
|
-
|
7
|
31,831
|
|
|
29,521
|
|
||
Buildings and leasehold improvements
|
3
|
-
|
40
|
143,711
|
|
|
147,110
|
|
||
Land
|
|
|
|
62,379
|
|
|
51,816
|
|
||
Tank bottoms and line fill (1)
|
|
|
|
20,071
|
|
|
20,118
|
|
||
Other
|
3
|
-
|
20
|
14,870
|
|
|
11,646
|
|
||
Construction in progress
|
|
|
|
290,805
|
|
|
77,596
|
|
||
|
|
|
|
2,246,397
|
|
|
1,853,508
|
|
||
Accumulated depreciation
|
|
|
|
(417,457
|
)
|
|
(341,222
|
)
|
||
Net property, plant and equipment
|
|
|
|
$
|
1,828,940
|
|
|
$
|
1,512,286
|
|
|
(1)
|
Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Depreciation expense
|
|
$
|
101,515
|
|
|
$
|
99,954
|
|
|
$
|
89,848
|
|
Capitalized interest expense
|
|
$
|
482
|
|
|
$
|
182
|
|
|
$
|
6,887
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Crude Oil Logistics (1)
|
|
$
|
3,489
|
|
|
$
|
(3,144
|
)
|
|
$
|
8,124
|
|
Water Solutions
|
|
3,067
|
|
|
8,117
|
|
|
7,169
|
|
|||
Liquids
|
|
993
|
|
|
639
|
|
|
92
|
|
|||
Corporate
|
|
—
|
|
|
8
|
|
|
(1
|
)
|
|||
Total
|
|
$
|
7,549
|
|
|
$
|
5,620
|
|
|
$
|
15,384
|
|
|
(1)
|
Amount for the year ended March 31, 2018 primarily relates to a gain related to the sale of excess pipe, partially offset by losses from the disposal of certain assets and the write-down of other assets. Amount for the year ended March 31, 2017 primarily relates to losses from the sale of certain assets, including excess pipe.
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balances at March 31, 2017
|
$
|
579,846
|
|
|
$
|
424,270
|
|
|
$
|
266,046
|
|
|
$
|
19,743
|
|
|
$
|
1,289,905
|
|
Revisions to acquisition accounting
|
—
|
|
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
(116,877
|
)
|
|
—
|
|
|
(116,877
|
)
|
|||||
Balances at March 31, 2018
|
579,846
|
|
|
424,465
|
|
|
149,169
|
|
|
19,743
|
|
|
1,173,223
|
|
|||||
Acquisitions (Note 4)
|
—
|
|
|
74,189
|
|
|
20,472
|
|
|
—
|
|
|
94,661
|
|
|||||
Disposals (Note 16)
|
—
|
|
|
(88,515
|
)
|
|
—
|
|
|
—
|
|
|
(88,515
|
)
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
(66,220
|
)
|
|
—
|
|
|
(66,220
|
)
|
|||||
Balances at March 31, 2019
|
$
|
579,846
|
|
|
$
|
410,139
|
|
|
$
|
103,421
|
|
|
$
|
19,743
|
|
|
$
|
1,113,149
|
|
|
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
Description
|
Amortizable
Lives
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||||
|
(in years)
|
|
(in thousands)
|
||||||||||||||||||||||||
Amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
3
|
-
|
30
|
|
$
|
742,832
|
|
|
$
|
(369,983
|
)
|
|
$
|
372,849
|
|
|
$
|
718,764
|
|
|
$
|
(328,666
|
)
|
|
$
|
390,098
|
|
Customer commitments
|
10
|
|
|
|
310,000
|
|
|
(74,917
|
)
|
|
235,083
|
|
|
310,000
|
|
|
(43,917
|
)
|
|
266,083
|
|
||||||
Pipeline capacity rights
|
30
|
|
|
|
7,799
|
|
|
(1,387
|
)
|
|
6,412
|
|
|
7,799
|
|
|
(1,127
|
)
|
|
6,672
|
|
||||||
Rights-of-way and easements
|
1
|
-
|
40
|
|
73,409
|
|
|
(4,509
|
)
|
|
68,900
|
|
|
63,995
|
|
|
(3,214
|
)
|
|
60,781
|
|
||||||
Water rights
|
14
|
|
|
|
64,868
|
|
|
(3,018
|
)
|
|
61,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Executory contracts and other agreements
|
3
|
-
|
30
|
|
47,230
|
|
|
(17,212
|
)
|
|
30,018
|
|
|
42,919
|
|
|
(15,424
|
)
|
|
27,495
|
|
||||||
Non-compete agreements
|
2
|
-
|
32
|
|
12,723
|
|
|
(2,570
|
)
|
|
10,153
|
|
|
5,465
|
|
|
(706
|
)
|
|
4,759
|
|
||||||
Debt issuance costs (1)
|
5
|
|
|
|
42,345
|
|
|
(29,521
|
)
|
|
12,824
|
|
|
40,992
|
|
|
(24,593
|
)
|
|
16,399
|
|
||||||
Total amortizable
|
|
|
|
|
1,301,206
|
|
|
(503,117
|
)
|
|
798,089
|
|
|
1,189,934
|
|
|
(417,647
|
)
|
|
772,287
|
|
||||||
Non-amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
Total
|
|
|
|
|
$
|
1,304,006
|
|
|
$
|
(503,117
|
)
|
|
$
|
800,889
|
|
|
$
|
1,192,734
|
|
|
$
|
(417,647
|
)
|
|
$
|
775,087
|
|
|
(1)
|
Includes debt issuance costs related to the Revolving Credit Facility (as defined herein). Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt.
|
|
|
Year Ended March 31,
|
||||||||||
Recorded In
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Depreciation and amortization
|
|
$
|
110,458
|
|
|
$
|
108,444
|
|
|
$
|
89,765
|
|
Cost of sales
|
|
486
|
|
|
966
|
|
|
1,994
|
|
|||
Interest expense
|
|
4,928
|
|
|
4,568
|
|
|
4,471
|
|
|||
Total
|
|
$
|
115,872
|
|
|
$
|
113,978
|
|
|
$
|
96,230
|
|
Year Ending March 31,
|
|
|
|
2020
|
$
|
116,626
|
|
2021
|
104,512
|
|
|
2022
|
91,674
|
|
|
2023
|
83,654
|
|
|
2024
|
77,514
|
|
|
Thereafter
|
324,109
|
|
|
Total
|
$
|
798,089
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
|
|
Face
Amount |
|
Unamortized
Debt Issuance Costs (1) |
|
Book
Value |
|
Face
Amount |
|
Unamortized
Debt Issuance Costs (1) |
|
Book
Value |
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Revolving credit facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Expansion capital borrowings
|
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital borrowings
|
|
896,000
|
|
|
—
|
|
|
896,000
|
|
|
969,500
|
|
|
—
|
|
|
969,500
|
|
||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
5.125% Notes due 2019 ("2019 Notes")
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353,424
|
|
|
(1,653
|
)
|
|
351,771
|
|
||||||
6.875% Notes due 2021 ("2021 Notes")
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367,048
|
|
|
(4,499
|
)
|
|
362,549
|
|
||||||
7.500% Notes due 2023 ("2023 Notes")
|
|
607,323
|
|
|
(6,916
|
)
|
|
600,407
|
|
|
615,947
|
|
|
(8,542
|
)
|
|
607,405
|
|
||||||
6.125% Notes due 2025 ("2025 Notes")
|
|
389,135
|
|
|
(5,092
|
)
|
|
384,043
|
|
|
389,135
|
|
|
(5,951
|
)
|
|
383,184
|
|
||||||
Other long-term debt
|
|
5,331
|
|
|
—
|
|
|
5,331
|
|
|
5,977
|
|
|
—
|
|
|
5,977
|
|
||||||
|
|
2,172,789
|
|
|
(12,008
|
)
|
|
2,160,781
|
|
|
2,701,031
|
|
|
(20,645
|
)
|
|
2,680,386
|
|
||||||
Less: Current maturities
|
|
648
|
|
|
—
|
|
|
648
|
|
|
646
|
|
|
—
|
|
|
646
|
|
||||||
Long-term debt
|
|
$
|
2,172,141
|
|
|
$
|
(12,008
|
)
|
|
$
|
2,160,133
|
|
|
$
|
2,700,385
|
|
|
$
|
(20,645
|
)
|
|
$
|
2,679,740
|
|
|
(1)
|
Debt issuance costs related to the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.
|
Year Ending March 31,
|
|
|
||
2020
|
|
$
|
2,371
|
|
2021
|
|
2,367
|
|
|
2022
|
|
2,367
|
|
|
2023
|
|
2,367
|
|
|
2024
|
|
1,744
|
|
|
Thereafter
|
|
792
|
|
|
Total
|
|
$
|
12,008
|
|
|
|
|
|
Senior Secured
|
|
Interest
|
|
Total Leverage
|
||||
Period Beginning
|
|
Leverage Ratio (1)
|
|
Leverage Ratio (1)
|
|
Coverage Ratio (2)
|
|
Indebtedness Ratio (1)
|
||||
March 31, 2019
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.50
|
|
September 30, 2019
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.25
|
|
March 31, 2020 and thereafter
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.00
|
|
|
(1)
|
Represents the maximum ratio for the period presented.
|
(2)
|
Represents the minimum ratio for the period presented.
|
|
|
Year Ended March 31,
|
||
|
|
2018
|
||
|
|
(in thousands)
|
||
Senior Secured Notes
|
|
|
||
Notes repurchased
|
|
$
|
230,500
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
250,179
|
|
Loss on early extinguishment of debt (1)
|
|
$
|
(23,971
|
)
|
|
(1)
|
Loss on the early extinguishment of debt for the Senior Secured Notes during the year ended March 31, 2018 is inclusive of the write off of debt issuance costs of $4.3 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.
|
|
|
Year Ended March 31,
|
||
|
|
2019
|
||
|
|
(in thousands)
|
||
2019 Notes (1)
|
|
|
||
Notes redeemed
|
|
$
|
328,005
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
329,719
|
|
Loss on early extinguishment of debt
|
|
$
|
(2,113
|
)
|
|
|
|
||
2021 Notes (2)
|
|
|
||
Notes redeemed
|
|
$
|
367,048
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
373,358
|
|
Loss on early extinguishment of debt
|
|
$
|
(10,130
|
)
|
|
(1)
|
On March 15, 2019, we redeemed all of the remaining outstanding 2019 Notes. Loss on the early extinguishment of debt for the 2019 Notes during the year ended March 31, 2019 is inclusive of the write off of debt issuance costs of $0.4 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.
|
(2)
|
On October 16, 2018, we redeemed all of the remaining outstanding 2021 Notes. Loss on the early extinguishment of debt for the 2021 Notes during the year ended March 31, 2019 is inclusive of the write off of debt issuance costs of $3.8 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
2019 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
25,419
|
|
|
$
|
26,034
|
|
|
$
|
9,009
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
25,406
|
|
|
$
|
26,002
|
|
|
$
|
7,099
|
|
(Loss) gain on early extinguishment of debt (1)
|
|
$
|
(34
|
)
|
|
$
|
(140
|
)
|
|
$
|
1,759
|
|
|
|
|
|
|
|
|
||||||
2021 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,241
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,094
|
|
Gain on early extinguishment of debt (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,748
|
|
|
|
|
|
|
|
|
||||||
2023 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
8,624
|
|
|
$
|
84,053
|
|
|
$
|
—
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
8,575
|
|
|
$
|
83,967
|
|
|
$
|
—
|
|
Loss on early extinguishment of debt (3)
|
|
$
|
(63
|
)
|
|
$
|
(1,136
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
2025 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
—
|
|
|
$
|
110,865
|
|
|
$
|
—
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
—
|
|
|
$
|
107,050
|
|
|
$
|
—
|
|
Gain on early extinguishment of debt (4)
|
|
$
|
—
|
|
|
$
|
2,046
|
|
|
$
|
—
|
|
|
(1)
|
(Loss) gain on early extinguishment of debt for the 2019 Notes during the years ended March 31, 2019, 2018 and 2017 is inclusive of the write off of debt issuance costs of less than $0.1 million $0.2 million and $0.2 million, respectively. The (loss) gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.
|
(2)
|
Gain on early extinguishment of debt for the 2021 Notes during the year ended March 31, 2017 is inclusive of the write off of debt issuance costs of $0.4 million. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.
|
(3)
|
Loss on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2019 and 2018 is inclusive of the write off of debt issuance costs of $0.1 million and $1.2 million, respectively. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.
|
(4)
|
Gain on early extinguishment of debt for the 2025 Notes during the year ended March 31, 2018 is inclusive of the write off of debt issuance costs of $1.8 million. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.
|
Year Ending March 31,
|
|
Revolving
Credit Facility |
|
Senior Unsecured Notes
|
|
Other
Long-Term
Debt
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
648
|
|
|
$
|
648
|
|
2021
|
|
—
|
|
|
—
|
|
|
4,683
|
|
|
4,683
|
|
||||
2022
|
|
1,171,000
|
|
|
—
|
|
|
—
|
|
|
1,171,000
|
|
||||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2024
|
|
—
|
|
|
607,323
|
|
|
—
|
|
|
607,323
|
|
||||
Thereafter
|
|
—
|
|
|
389,135
|
|
|
—
|
|
|
389,135
|
|
||||
Total
|
|
$
|
1,171,000
|
|
|
$
|
996,458
|
|
|
$
|
5,331
|
|
|
$
|
2,172,789
|
|
Balance at March 31, 2017
|
|
$
|
8,181
|
|
Liabilities incurred
|
|
592
|
|
|
Liabilities assumed in acquisitions
|
|
21
|
|
|
Liabilities settled
|
|
(549
|
)
|
|
Accretion expense
|
|
888
|
|
|
Balance at March 31, 2018
|
|
9,133
|
|
|
Liabilities incurred
|
|
586
|
|
|
Liabilities assumed in acquisitions
|
|
438
|
|
|
Liabilities associated with disposed assets (1)
|
|
(585
|
)
|
|
Liabilities settled
|
|
(546
|
)
|
|
Accretion expense
|
|
697
|
|
|
Balance at March 31, 2019
|
|
$
|
9,723
|
|
|
(1)
|
This amount primarily relates to the sales of our Bakken and South Pecos water disposal businesses (see Note 16).
|
Year Ending March 31,
|
|
||
2020
|
$
|
100,552
|
|
2021
|
76,485
|
|
|
2022
|
54,611
|
|
|
2023
|
30,379
|
|
|
2024
|
18,341
|
|
|
Thereafter
|
41,845
|
|
|
Total
|
$
|
322,213
|
|
|
|
Crude Oil (1)
|
|
Natural Gas Liquids
|
||||||||||
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
Fixed-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
2020
|
|
$
|
60,227
|
|
|
1,040
|
|
|
$
|
5,033
|
|
|
7,545
|
|
2021
|
|
—
|
|
|
—
|
|
|
265
|
|
|
378
|
|
||
Total
|
|
$
|
60,227
|
|
|
1,040
|
|
|
$
|
5,298
|
|
|
7,923
|
|
|
|
|
|
|
|
|
|
|
||||||
Index-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
2020
|
|
$
|
1,703,112
|
|
|
30,363
|
|
|
$
|
564,013
|
|
|
1,023,998
|
|
2021
|
|
526,420
|
|
|
10,227
|
|
|
1,199
|
|
|
2,152
|
|
||
2022
|
|
411,071
|
|
|
8,264
|
|
|
—
|
|
|
—
|
|
||
2023
|
|
269,990
|
|
|
5,482
|
|
|
—
|
|
|
—
|
|
||
2024
|
|
200,022
|
|
|
4,110
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
3,110,615
|
|
|
58,446
|
|
|
$
|
565,212
|
|
|
1,026,150
|
|
|
(1)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive.
|
|
|
Crude Oil
|
|
Natural Gas Liquids
|
||||||||||
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
Fixed-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
2020
|
|
$
|
63,759
|
|
|
1,090
|
|
|
$
|
45,626
|
|
|
52,766
|
|
2021
|
|
—
|
|
|
—
|
|
|
1,395
|
|
|
1,580
|
|
||
2022
|
|
—
|
|
|
—
|
|
|
86
|
|
|
100
|
|
||
Total
|
|
$
|
63,759
|
|
|
1,090
|
|
|
$
|
47,107
|
|
|
54,446
|
|
|
|
|
|
|
|
|
|
|
||||||
Index-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
2020
|
|
$
|
1,240,074
|
|
|
20,500
|
|
|
$
|
594,877
|
|
|
778,454
|
|
2021
|
|
—
|
|
|
—
|
|
|
1,634
|
|
|
2,183
|
|
||
Total
|
|
$
|
1,240,074
|
|
|
20,500
|
|
|
$
|
596,511
|
|
|
780,637
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount
Per Unit
|
|
Amount Paid to
Limited Partners
|
|
Amount Paid to
General Partner
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
||||||
April 21, 2016
|
|
May 3, 2016
|
|
May 13, 2016
|
|
$
|
0.3900
|
|
|
$
|
40,626
|
|
|
$
|
70
|
|
July 21, 2016
|
|
August 4, 2016
|
|
August 12, 2016
|
|
$
|
0.3900
|
|
|
$
|
41,146
|
|
|
$
|
71
|
|
October 20, 2016
|
|
November 4, 2016
|
|
November 14, 2016
|
|
$
|
0.3900
|
|
|
$
|
41,907
|
|
|
$
|
72
|
|
January 19, 2017
|
|
February 3, 2017
|
|
February 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
42,923
|
|
|
$
|
74
|
|
April 24, 2017
|
|
May 8, 2017
|
|
May 15, 2017
|
|
$
|
0.3900
|
|
|
$
|
46,870
|
|
|
$
|
80
|
|
July 20, 2017
|
|
August 4, 2017
|
|
August 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
47,460
|
|
|
$
|
81
|
|
October 19, 2017
|
|
November 6, 2017
|
|
November 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
47,000
|
|
|
$
|
81
|
|
January 23, 2018
|
|
February 6, 2018
|
|
February 14, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,223
|
|
|
$
|
81
|
|
April 24, 2018
|
|
May 7, 2018
|
|
May 15, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,374
|
|
|
$
|
82
|
|
July 24, 2018
|
|
August 8, 2018
|
|
August 14, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,600
|
|
|
$
|
82
|
|
October 23, 2018
|
|
November 8, 2018
|
|
November 14, 2018
|
|
$
|
0.3900
|
|
|
$
|
48,260
|
|
|
$
|
83
|
|
January 22, 2019
|
|
February 6, 2019
|
|
February 14, 2019
|
|
$
|
0.3900
|
|
|
$
|
48,373
|
|
|
$
|
83
|
|
April 24, 2019
|
|
May 7, 2019
|
|
May 15, 2019
|
|
$
|
0.3900
|
|
|
$
|
49,127
|
|
|
$
|
85
|
|
Date Declared
|
|
Payment Date
|
|
Amount Paid to Class A
Preferred Unitholders |
||
|
|
|
|
(in thousands)
|
||
July 21, 2016
|
|
August 12, 2016
|
|
$
|
1,795
|
|
October 20, 2016
|
|
November 14, 2016
|
|
$
|
6,449
|
|
January 19, 2017
|
|
February 14, 2017
|
|
$
|
6,449
|
|
April 24, 2017
|
|
May 15, 2017
|
|
$
|
6,449
|
|
July 20, 2017
|
|
August 14, 2017
|
|
$
|
6,449
|
|
October 19, 2017
|
|
November 14, 2017
|
|
$
|
6,449
|
|
January 23, 2018
|
|
February 14, 2018
|
|
$
|
6,449
|
|
April 24, 2018
|
|
May 15, 2018
|
|
$
|
6,449
|
|
July 24, 2018
|
|
August 14, 2018
|
|
$
|
6,449
|
|
October 23, 2018
|
|
November 14, 2018
|
|
$
|
6,449
|
|
January 22, 2019
|
|
February 14, 2019
|
|
$
|
6,449
|
|
April 24, 2019
|
|
May 10, 2019
|
|
$
|
4,034
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount Paid to Class B
Preferred Unitholders |
||
|
|
|
|
|
|
(in thousands)
|
||
September 18, 2017
|
|
September 29, 2017
|
|
October 16, 2017
|
|
$
|
5,670
|
|
December 19, 2017
|
|
December 29, 2017
|
|
January 15, 2018
|
|
$
|
4,725
|
|
March 19, 2018
|
|
April 2, 2018
|
|
April 16, 2018
|
|
$
|
4,725
|
|
June 19, 2018
|
|
July 2, 2018
|
|
July 16, 2018
|
|
$
|
4,725
|
|
September 12, 2018
|
|
October 1, 2018
|
|
October 15, 2018
|
|
$
|
4,725
|
|
December 17, 2018
|
|
December 31, 2018
|
|
January 15, 2019
|
|
$
|
4,725
|
|
March 15, 2019
|
|
April 1, 2019
|
|
April 15, 2019
|
|
$
|
4,725
|
|
Unvested Service Award units at March 31, 2016
|
|
2,297,132
|
|
Units granted
|
|
3,124,600
|
|
Units vested and issued
|
|
(2,350,082
|
)
|
Units forfeited
|
|
(363,150
|
)
|
Unvested Service Award units at March 31, 2017
|
|
2,708,500
|
|
Units granted
|
|
1,964,911
|
|
Units vested and issued
|
|
(2,260,011
|
)
|
Units forfeited
|
|
(134,525
|
)
|
Unvested Service Award units at March 31, 2018
|
|
2,278,875
|
|
Units granted
|
|
3,141,993
|
|
Units vested and issued
|
|
(2,833,968
|
)
|
Units forfeited
|
|
(278,500
|
)
|
Unvested Service Award units at March 31, 2019
|
|
2,308,400
|
|
Year Ending March 31,
|
|
Number of Units
|
|
2020
|
|
1,005,725
|
|
2021
|
|
869,425
|
|
2022
|
|
433,250
|
|
Total
|
|
2,308,400
|
|
Year Ending March 31,
|
|
|
||
2020
|
|
$
|
8,168
|
|
2021
|
|
4,154
|
|
|
2022
|
|
1,350
|
|
|
Total
|
|
$
|
13,672
|
|
Unvested Performance Award units at March 31, 2016
|
|
637,382
|
|
Units granted
|
|
932,309
|
|
Units forfeited
|
|
(380,691
|
)
|
Unvested Performance Award units at March 31, 2017
|
|
1,189,000
|
|
Units granted
|
|
224,000
|
|
Units forfeited
|
|
(496,000
|
)
|
Unvested Performance Award units at March 31, 2018
|
|
917,000
|
|
Units forfeited
|
|
(445,500
|
)
|
Units canceled
|
|
(471,500
|
)
|
Unvested Performance Award units at March 31, 2019
|
|
—
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||
|
|
Derivative
Assets |
|
Derivative
Liabilities |
|
Derivative
Assets |
|
Derivative
Liabilities |
||||||||
|
|
(in thousands)
|
||||||||||||||
Level 1 measurements
|
|
$
|
49,509
|
|
|
$
|
(7,273
|
)
|
|
$
|
5,093
|
|
|
$
|
(20,186
|
)
|
Level 2 measurements
|
|
77,926
|
|
|
(89,124
|
)
|
|
28,551
|
|
|
(35,393
|
)
|
||||
|
|
127,435
|
|
|
(96,397
|
)
|
|
33,644
|
|
|
(55,579
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Netting of counterparty contracts (1)
|
|
(7,501
|
)
|
|
7,501
|
|
|
(2,922
|
)
|
|
2,922
|
|
||||
Net cash collateral (held) provided
|
|
(18,271
|
)
|
|
(208
|
)
|
|
(1,762
|
)
|
|
17,264
|
|
||||
Commodity derivatives
|
|
$
|
101,663
|
|
|
$
|
(89,104
|
)
|
|
$
|
28,960
|
|
|
$
|
(35,393
|
)
|
|
(1)
|
Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such netting arrangements.
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Prepaid expenses and other current assets
|
|
$
|
101,662
|
|
|
$
|
28,960
|
|
Other noncurrent assets
|
|
1
|
|
|
—
|
|
||
Accrued expenses and other payables
|
|
(88,932
|
)
|
|
(32,021
|
)
|
||
Other noncurrent liabilities
|
|
(172
|
)
|
|
(3,372
|
)
|
||
Net commodity derivative asset (liability)
|
|
$
|
12,559
|
|
|
$
|
(6,433
|
)
|
Contracts
|
|
Settlement Period
|
|
Net Long
(Short) Notional Units (in barrels) |
|
Fair Value
of Net Assets (Liabilities) |
|||
|
|
|
|
(in thousands)
|
|||||
At March 31, 2019:
|
|
|
|
|
|
|
|||
Crude oil fixed-price (1)
|
|
April 2019–December 2020
|
|
(1,961
|
)
|
|
1,014
|
|
|
Propane fixed-price (1)
|
|
April 2019–March 2020
|
|
198
|
|
|
608
|
|
|
Refined products fixed-price (1)
|
|
April 2019–January 2021
|
|
(2,884
|
)
|
|
24,669
|
|
|
Other
|
|
April 2019–March 2022
|
|
|
|
4,747
|
|
||
|
|
|
|
|
|
31,038
|
|
||
Net cash collateral held
|
|
|
|
|
|
(18,479
|
)
|
||
Net commodity derivative asset
|
|
|
|
|
|
$
|
12,559
|
|
|
|
|
|
|
|
|
|
|||
At March 31, 2018:
|
|
|
|
|
|
|
|||
Cross-commodity (2)
|
|
April 2018–March 2019
|
|
155
|
|
|
$
|
(430
|
)
|
Crude oil fixed-price (1)
|
|
April 2018–December 2019
|
|
(1,376
|
)
|
|
$
|
(8,960
|
)
|
Crude oil index (1)
|
|
April 2018–April 2018
|
|
(10
|
)
|
|
$
|
(6
|
)
|
Propane fixed-price (1)
|
|
April 2018–February 2019
|
|
14
|
|
|
1,849
|
|
|
Refined products fixed-price (1)
|
|
April 2018–January 2020
|
|
(6,178
|
)
|
|
(17,037
|
)
|
|
Refined products index (1)
|
|
April 2018–April 2018
|
|
(4
|
)
|
|
(17
|
)
|
|
Other
|
|
April 2018–March 2022
|
|
|
|
2,666
|
|
||
|
|
|
|
|
|
(21,935
|
)
|
||
Net cash collateral provided
|
|
|
|
|
|
15,502
|
|
||
Net commodity derivative liability
|
|
|
|
|
|
$
|
(6,433
|
)
|
|
(1)
|
We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.
|
(2)
|
We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different commodity price indices. These contracts are derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price.
|
Senior Unsecured Notes:
|
|
||
2023 Notes
|
$
|
626,621
|
|
2025 Notes
|
$
|
375,126
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018 (1)
|
|
2017 (1)
|
||||||
|
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude Oil Logistics:
|
|
|
|
|
|
|
||||||
Topic 606 revenues
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
3,011,355
|
|
|
$
|
2,151,203
|
|
|
$
|
1,603,667
|
|
Crude oil transportation and other
|
|
148,738
|
|
|
122,786
|
|
|
70,027
|
|
|||
Non-Topic 606 revenues
|
|
12,598
|
|
|
—
|
|
|
—
|
|
|||
Elimination of intersegment sales
|
|
(36,056
|
)
|
|
(13,914
|
)
|
|
(6,810
|
)
|
|||
Total Crude Oil Logistics revenues
|
|
3,136,635
|
|
|
2,260,075
|
|
|
1,666,884
|
|
|||
Water Solutions:
|
|
|
|
|
|
|
||||||
Topic 606 revenues
|
|
|
|
|
|
|
||||||
Disposal service fees
|
|
217,545
|
|
|
149,114
|
|
|
110,049
|
|
|||
Sale of recovered hydrocarbons
|
|
72,678
|
|
|
58,948
|
|
|
31,103
|
|
|||
Freshwater revenues
|
|
2,404
|
|
|
—
|
|
|
—
|
|
|||
Other service revenues
|
|
9,017
|
|
|
21,077
|
|
|
18,449
|
|
|||
Non-Topic 606 revenues
|
|
42
|
|
|
—
|
|
|
—
|
|
|||
Total Water Solutions revenues
|
|
301,686
|
|
|
229,139
|
|
|
159,601
|
|
|||
Liquids:
|
|
|
|
|
|
|
||||||
Topic 606 revenues
|
|
|
|
|
|
|
||||||
Propane sales
|
|
1,169,117
|
|
|
1,203,486
|
|
|
807,172
|
|
|||
Butane sales
|
|
628,063
|
|
|
562,066
|
|
|
391,265
|
|
|||
Other product sales
|
|
592,889
|
|
|
432,570
|
|
|
308,031
|
|
|||
Service revenues
|
|
26,655
|
|
|
22,548
|
|
|
32,648
|
|
|||
Non-Topic 606 revenues
|
|
21,608
|
|
|
—
|
|
|
—
|
|
|||
Elimination of intersegment sales
|
|
(23,291
|
)
|
|
(4,685
|
)
|
|
(1,944
|
)
|
|||
Total Liquids revenues
|
|
2,415,041
|
|
|
2,215,985
|
|
|
1,537,172
|
|
|||
Refined Products and Renewables:
|
|
|
|
|
|
|
||||||
Topic 606 revenues
|
|
|
|
|
|
|
||||||
Refined products sales
|
|
3,015,173
|
|
|
5,291,085
|
|
|
3,666,258
|
|
|||
Renewables sales
|
|
—
|
|
|
373,669
|
|
|
447,232
|
|
|||
Service fees and other revenues
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|||
Non-Topic 606 revenues
|
|
8,950,723
|
|
|
—
|
|
|
—
|
|
|||
Elimination of intersegment sales
|
|
—
|
|
|
(268
|
)
|
|
(469
|
)
|
|||
Total Refined Products and Renewables revenues
|
|
11,965,896
|
|
|
5,664,399
|
|
|
4,113,021
|
|
|||
Corporate and Other
|
|
|
|
|
|
|
||||||
Non-Topic 606 revenues
|
|
1,362
|
|
|
1,174
|
|
|
844
|
|
|||
Total Corporate and Other revenues
|
|
1,362
|
|
|
1,174
|
|
|
844
|
|
|||
Total revenues
|
|
$
|
17,820,620
|
|
|
$
|
10,370,772
|
|
|
$
|
7,477,522
|
|
|
(1)
|
We adopted ASC 606 as of April 1, 2018. Revenue reported in fiscal years 2018 and 2017 has not been changed from its previous presentation.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
|
$
|
74,165
|
|
|
$
|
80,387
|
|
|
$
|
54,144
|
|
Water Solutions
|
|
108,162
|
|
|
98,623
|
|
|
101,758
|
|
|||
Liquids
|
|
25,997
|
|
|
24,937
|
|
|
19,163
|
|
|||
Refined Products and Renewables
|
|
631
|
|
|
672
|
|
|
936
|
|
|||
Corporate and Other
|
|
3,018
|
|
|
3,779
|
|
|
3,612
|
|
|||
Total depreciation and amortization (1)
|
|
$
|
211,973
|
|
|
$
|
208,398
|
|
|
$
|
179,613
|
|
|
|
|
|
|
|
|
||||||
Operating Income (Loss):
|
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
|
$
|
(7,379
|
)
|
|
$
|
122,904
|
|
|
$
|
(17,475
|
)
|
Water Solutions
|
|
210,525
|
|
|
(24,231
|
)
|
|
44,587
|
|
|||
Liquids
|
|
(2,910
|
)
|
|
(93,113
|
)
|
|
43,252
|
|
|||
Refined Products and Renewables
|
|
(37,801
|
)
|
|
237,746
|
|
|
245,156
|
|
|||
Corporate and Other
|
|
(85,706
|
)
|
|
(79,474
|
)
|
|
(86,985
|
)
|
|||
Total operating income (loss)
|
|
$
|
76,729
|
|
|
$
|
163,832
|
|
|
$
|
228,535
|
|
|
(1)
|
Amounts do not include amortization expense recorded within interest expense and cost of sales (see Note 7 and Note 8).
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Crude Oil Logistics
|
|
$
|
28,039
|
|
|
$
|
36,762
|
|
|
$
|
168,053
|
|
Water Solutions
|
|
567,637
|
|
|
102,261
|
|
|
109,008
|
|
|||
Liquids
|
|
72,717
|
|
|
25,023
|
|
|
66,864
|
|
|||
Corporate and Other
|
|
1,819
|
|
|
1,472
|
|
|
2,825
|
|
|||
Total
|
|
$
|
670,212
|
|
|
$
|
165,518
|
|
|
$
|
346,750
|
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Long-lived assets, net:
|
|
|
|
|
||||
Crude Oil Logistics
|
|
$
|
1,584,636
|
|
|
$
|
1,638,558
|
|
Water Solutions
|
|
1,600,836
|
|
|
1,256,143
|
|
||
Liquids (1)
|
|
498,767
|
|
|
501,302
|
|
||
Refined Products and Renewables
|
|
32,170
|
|
|
33,077
|
|
||
Corporate and Other
|
|
26,569
|
|
|
31,516
|
|
||
Total
|
|
$
|
3,742,978
|
|
|
$
|
3,460,596
|
|
|
(1)
|
Includes $0.5 million and $0.6 million of non-US long-lived assets at March 31, 2019 and 2018, respectively.
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Total assets:
|
|
|
|
|
||||
Crude Oil Logistics
|
|
$
|
2,237,612
|
|
|
$
|
2,285,813
|
|
Water Solutions
|
|
1,668,292
|
|
|
1,323,171
|
|
||
Liquids (1)
|
|
721,008
|
|
|
717,690
|
|
||
Refined Products and Renewables
|
|
579,254
|
|
|
525,757
|
|
||
Corporate and Other
|
|
77,019
|
|
|
102,211
|
|
||
Assets held for sale
|
|
619,308
|
|
|
1,196,480
|
|
||
Total
|
|
$
|
5,902,493
|
|
|
$
|
6,151,122
|
|
|
(1)
|
Includes $12.0 million and $27.5 million of non-US total assets at March 31, 2019 and 2018, respectively.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Sales to WPX
|
|
$
|
28,026
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases from WPX (1)
|
|
$
|
329,525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sales to SemGroup
|
|
$
|
1,114
|
|
|
$
|
606
|
|
|
$
|
3,866
|
|
Purchases from SemGroup
|
|
$
|
4,395
|
|
|
$
|
5,034
|
|
|
$
|
12,254
|
|
Sales to entities affiliated with management
|
|
$
|
21,385
|
|
|
$
|
268
|
|
|
$
|
290
|
|
Purchases from entities affiliated with management
|
|
$
|
4,382
|
|
|
$
|
3,870
|
|
|
$
|
15,209
|
|
Sales to equity method investees
|
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
692
|
|
Purchases from equity method investees
|
|
$
|
—
|
|
|
$
|
66,820
|
|
|
$
|
121,336
|
|
|
(1)
|
Amount primarily relates to purchases of crude oil under the definitive agreement we signed with WPX, as discussed further below.
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Receivables from NGL Energy Holdings LLC
|
|
$
|
7,277
|
|
|
$
|
4,693
|
|
Receivables from WPX
|
|
5,185
|
|
|
—
|
|
||
Receivables from SemGroup
|
|
71
|
|
|
49
|
|
||
Receivables from entities affiliated with management
|
|
334
|
|
|
24
|
|
||
Receivables from equity method investees
|
|
—
|
|
|
6
|
|
||
Total
|
|
$
|
12,867
|
|
|
$
|
4,772
|
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Payables to WPX
|
|
$
|
27,844
|
|
|
$
|
—
|
|
Payables to entities affiliated with management
|
|
625
|
|
|
1,246
|
|
||
Payables to equity method investees
|
|
—
|
|
|
8
|
|
||
Total
|
|
$
|
28,469
|
|
|
$
|
1,254
|
|
Current assets
|
$
|
276
|
|
Property, plant and equipment
|
1,366
|
|
|
Intangible assets (customer relationships)
|
4,782
|
|
|
Fair value of net assets acquired
|
$
|
6,424
|
|
|
|
Consolidated Balance Sheet
|
||||||||||
|
|
March 31, 2019
|
||||||||||
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Increase/(Decrease) |
||||||
|
|
(in thousands)
|
||||||||||
Accrued expenses and other liabilities
|
|
$
|
191,731
|
|
|
$
|
221,844
|
|
|
$
|
(30,113
|
)
|
Other noncurrent liabilities
|
|
$
|
63,575
|
|
|
$
|
142,656
|
|
|
$
|
(79,081
|
)
|
Equity:
|
|
|
|
|
|
|
||||||
General partner
|
|
$
|
(50,603
|
)
|
|
$
|
(50,712
|
)
|
|
$
|
109
|
|
Limited partners
|
|
$
|
2,067,197
|
|
|
$
|
1,958,113
|
|
|
$
|
109,084
|
|
|
|
Consolidated Statement of Operations
|
||||||||||
|
|
March 31, 2019
|
||||||||||
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Increase/(Decrease) |
||||||
|
|
(in thousands)
|
||||||||||
Loss on disposal or impairment of assets, net
|
|
$
|
34,296
|
|
|
$
|
4,183
|
|
|
$
|
30,113
|
|
Operating income
|
|
$
|
76,729
|
|
|
$
|
106,842
|
|
|
$
|
(30,113
|
)
|
Net income
|
|
$
|
339,395
|
|
|
$
|
369,508
|
|
|
$
|
(30,113
|
)
|
•
|
Minimum volume commitments. We receive a shortfall fee if the customer does not deliver a certain amount of volume of wastewater over a specified period of time. At each reporting period, we make a determination as to the likelihood of earning this fee. We recognize revenue from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model).
|
•
|
Tiered pricing. For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e. the “reset period”) may vary from monthly to over a period of multiple months. If the tiered pricing is based on a month, we allocate the fee to the distinct daily service to which it relates. If the tiered pricing spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise our estimates of variable consideration at each reporting date throughout each reset period.
|
•
|
Volume discount pricing. Volume discount pricing is a form of variable consideration whereby the customer pays for the volumes delivered on a cumulative basis. Similar to tiered pricing, the period in which the cumulative volumes are earned and settled (i.e. the “reset period”) may vary from daily to over a period of multiple months. If the volume discount is based on a month, we allocate the fee to the distinct daily service to which it relates. If the volume discount period spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise the estimate of variable consideration at each reporting date.
|
Fiscal Year Ending March 31,
|
|
||
2020
|
$
|
167,061
|
|
2021
|
128,572
|
|
|
2022
|
119,016
|
|
|
2023
|
113,861
|
|
|
2024
|
99,430
|
|
|
Thereafter
|
242,032
|
|
|
Total
|
$
|
869,972
|
|
•
|
Prepayments. Some revenue contracts contain prepayment provisions within our Liquids segment. Revenue received related to our underground cavern storage services is received upfront at the beginning of the contract period and is deferred until services have been rendered. In some cases, we also receive prepayments from customers purchasing commodities, which allows the customer to secure the right to receive their requested volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability.
|
•
|
Multi-period contract in which fee escalates each subsequent year of the contract. Revenue from these contracts is recognized over time based on a weighted average of what is expected to be received over the life of the contract. As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded.
|
•
|
Tiered pricing and volume discount pricing. As described above, we revise our estimates of variable consideration at each reporting date throughout each reset period. As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded.
|
•
|
Capital reimbursements. Certain contracts in our Water Solutions segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets, such as water gathering pipelines and custody transfer points, utilized to provide services to them under the revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract.
|
|
|
Balance at
|
||||||
|
|
April 1, 2018
|
|
March 31, 2019
|
||||
Accounts receivable from contracts with customers
|
|
$
|
542,593
|
|
|
$
|
613,827
|
|
Contract liabilities balance at April 1, 2018
|
|
$
|
7,889
|
|
Payment received and deferred
|
|
77,981
|
|
|
Payment recognized in revenue
|
|
(77,409
|
)
|
|
Contract liabilities balance at March 31, 2019
|
|
$
|
8,461
|
|
•
|
Termination of the development agreement (see Note 7);
|
•
|
Additional interest in the water pipeline company we acquired in January 2016;
|
•
|
Release of contingent consideration liabilities attributed to certain of our water treatment and disposal facilities;
|
•
|
Certain parcels of land and permits to develop saltwater disposal wells and other parcels of land containing water wells and equipment; and
|
•
|
A two-year non-compete agreement with the counterparty.
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Current Assets Held for Sale
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
4,113
|
|
Accounts receivable-trade, net
|
|
164,716
|
|
|
252,136
|
|
||
Inventories
|
|
210,373
|
|
|
240,111
|
|
||
Prepaid expenses and other current assets
|
|
12,361
|
|
|
30,742
|
|
||
Total current assets held for sale
|
|
387,450
|
|
|
527,102
|
|
||
Noncurrent Assets Held for Sale
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
15,553
|
|
|
207,661
|
|
||
Goodwill
|
|
32,712
|
|
|
139,335
|
|
||
Intangible assets, net
|
|
137,446
|
|
|
279,395
|
|
||
Other noncurrent assets (1)
|
|
46,147
|
|
|
42,987
|
|
||
Total noncurrent assets held for sale
|
|
231,858
|
|
|
669,378
|
|
||
Total assets held for sale
|
|
$
|
619,308
|
|
|
$
|
1,196,480
|
|
|
|
|
|
|
||||
Current Liabilities Held for Sale
|
|
|
|
|
||||
Accounts payable-trade
|
|
$
|
85,602
|
|
|
$
|
79,432
|
|
Accrued expenses and other payables
|
|
56,719
|
|
|
69,145
|
|
||
Advance payments received from customers
|
|
460
|
|
|
13,327
|
|
||
Current maturities of long-term debt
|
|
—
|
|
|
2,550
|
|
||
Total current liabilities held for sale
|
|
142,781
|
|
|
164,454
|
|
||
Noncurrent Liabilities Held for Sale
|
|
|
|
|
||||
Long-term debt, net
|
|
—
|
|
|
2,888
|
|
||
Total noncurrent liabilities held for sale
|
|
—
|
|
|
2,888
|
|
||
Total liabilities held for sale
|
|
142,781
|
|
|
167,342
|
|
||
Redeemable Noncontrolling Interest Held for Sale
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
|
—
|
|
|
9,927
|
|
||
Total liabilities and redeemable noncontrolling interest held for sale
|
|
$
|
142,781
|
|
|
$
|
177,269
|
|
|
(1)
|
Primarily comprised of tank bottoms, which are product volumes required for the operation of storage tanks, that are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. At March 31, 2019 and 2018, tank bottoms held in third party terminals consisted of 389,737 barrels and 366,212 barrels of refined products, respectively. Tank bottoms held in terminals we own are included within property, plant and equipment (see Note 5).
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Revenues
|
|
$
|
6,267,145
|
|
|
$
|
7,058,035
|
|
|
$
|
5,642,886
|
|
Cost of sales
|
|
6,159,400
|
|
|
6,979,139
|
|
|
5,422,815
|
|
|||
Operating expenses
|
|
35,100
|
|
|
136,760
|
|
|
134,302
|
|
|||
General and administrative expense
|
|
2,716
|
|
|
11,471
|
|
|
15,727
|
|
|||
Depreciation and amortization
|
|
9,593
|
|
|
44,314
|
|
|
43,592
|
|
|||
Gain on disposal or impairment of assets, net (1)
|
|
(407,608
|
)
|
|
(88,194
|
)
|
|
(196
|
)
|
|||
Operating income (loss) from discontinued operations
|
|
467,944
|
|
|
(25,455
|
)
|
|
26,646
|
|
|||
Equity in earnings (loss) of unconsolidated entities
|
|
1,183
|
|
|
425
|
|
|
(746
|
)
|
|||
Interest expense
|
|
(126
|
)
|
|
(420
|
)
|
|
(877
|
)
|
|||
Other income, net
|
|
833
|
|
|
1,930
|
|
|
1,244
|
|
|||
Income (loss) from discontinued operations before taxes (2)
|
|
469,834
|
|
|
(23,520
|
)
|
|
26,267
|
|
|||
Income tax expense
|
|
(989
|
)
|
|
(104
|
)
|
|
(6
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
$
|
468,845
|
|
|
$
|
(23,624
|
)
|
|
$
|
26,261
|
|
|
(1)
|
Amount for the year ended March 31, 2019 includes a gain of $408.9 million on the sale of virtually all of our remaining Retail Propane segment to Superior on July 10, 2018, partially offset by a loss of $1.3 million on the sale of a portion of our Retail Propane segment to DCC on March 30, 2018 related to a working capital adjustment.
|
(2)
|
Amounts include income (loss) attributable to redeemable noncontrolling interests. Loss attributable to redeemable noncontrolling interest was $0.4 million for the year ended March 31, 2019 and income attributable to redeemable noncontrolling interest was $1.0 million for the year ended March 31, 2018.
|
|
Quarter Ended
|
|
Year Ended
|
||||||||||||||||
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
|
March 31, 2019
|
||||||||||
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||||||
Total revenues
|
$
|
4,259,072
|
|
|
$
|
5,115,975
|
|
|
$
|
4,596,452
|
|
|
$
|
3,849,121
|
|
|
$
|
17,820,620
|
|
Total cost of sales
|
$
|
4,206,227
|
|
|
$
|
4,945,204
|
|
|
$
|
4,336,413
|
|
|
$
|
3,674,431
|
|
|
$
|
17,162,275
|
|
(Loss) income from continuing operations
|
$
|
(258,730
|
)
|
|
$
|
(26,022
|
)
|
|
$
|
109,917
|
|
|
$
|
45,385
|
|
|
$
|
(129,450
|
)
|
Net (loss) income
|
$
|
(169,289
|
)
|
|
$
|
354,939
|
|
|
$
|
110,528
|
|
|
$
|
43,217
|
|
|
$
|
339,395
|
|
Net (loss) income attributable to NGL Energy Partners LP
|
$
|
(168,546
|
)
|
|
$
|
355,505
|
|
|
$
|
110,835
|
|
|
$
|
62,253
|
|
|
$
|
360,047
|
|
Basic (loss) income per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
$
|
(2.29
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
0.65
|
|
|
$
|
0.21
|
|
|
$
|
(1.80
|
)
|
Net (loss) income
|
$
|
(1.55
|
)
|
|
$
|
2.70
|
|
|
$
|
0.65
|
|
|
$
|
0.20
|
|
|
$
|
2.01
|
|
Diluted (loss) income per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
$
|
(2.29
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
0.64
|
|
|
$
|
0.21
|
|
|
$
|
(1.80
|
)
|
Net (loss) income
|
$
|
(1.55
|
)
|
|
$
|
2.70
|
|
|
$
|
0.64
|
|
|
$
|
0.19
|
|
|
$
|
2.01
|
|
Basic weighted average common units outstanding
|
121,544,421
|
|
|
122,380,197
|
|
|
123,892,680
|
|
|
124,262,014
|
|
|
123,017,064
|
|
|||||
Diluted weighted average common units outstanding
|
121,544,421
|
|
|
122,380,197
|
|
|
125,959,751
|
|
|
126,926,589
|
|
|
123,017,064
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Quarter Ended
|
|
Year Ended
|
||||||||||||||||
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
|
March 31, 2018
|
|
March 31, 2018
|
||||||||||
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||||||
Total revenues
|
$
|
1,953,080
|
|
|
$
|
2,239,732
|
|
|
$
|
2,909,999
|
|
|
$
|
3,267,961
|
|
|
$
|
10,370,772
|
|
Total cost of sales
|
$
|
1,812,387
|
|
|
$
|
2,072,787
|
|
|
$
|
2,729,714
|
|
|
$
|
3,087,981
|
|
|
$
|
9,702,869
|
|
(Loss) income from continuing operations
|
$
|
(17,541
|
)
|
|
$
|
(114,865
|
)
|
|
$
|
95,883
|
|
|
$
|
(9,458
|
)
|
|
$
|
(45,981
|
)
|
Net (loss) income
|
$
|
(63,707
|
)
|
|
$
|
(173,579
|
)
|
|
$
|
56,769
|
|
|
$
|
110,912
|
|
|
$
|
(69,605
|
)
|
Net (loss) income attributable to NGL Energy Partners LP
|
$
|
(63,362
|
)
|
|
$
|
(173,371
|
)
|
|
$
|
56,256
|
|
|
$
|
109,602
|
|
|
$
|
(70,875
|
)
|
Basic (loss) income per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
$
|
(0.23
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
0.65
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.88
|
)
|
Net (loss) income
|
$
|
(0.61
|
)
|
|
$
|
(1.56
|
)
|
|
$
|
0.33
|
|
|
$
|
0.76
|
|
|
$
|
(1.08
|
)
|
Diluted (loss) income per common unit
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
$
|
(0.23
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
0.64
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.88
|
)
|
Net (loss) income
|
$
|
(0.61
|
)
|
|
$
|
(1.56
|
)
|
|
$
|
0.32
|
|
|
$
|
0.76
|
|
|
$
|
(1.08
|
)
|
Basic weighted average common units outstanding
|
120,535,909
|
|
|
121,314,636
|
|
|
120,844,008
|
|
|
121,271,959
|
|
|
120,991,340
|
|
|||||
Diluted weighted average common units outstanding
|
120,535,909
|
|
|
121,314,636
|
|
|
124,161,966
|
|
|
121,271,959
|
|
|
120,991,340
|
|
•
|
During the fourth quarter of fiscal year 2019, we recorded a goodwill impairment charge related to Sawtooth (see Note 6);
|
•
|
On February 28, 2019, we sold our South Pecos water disposal business and recorded a gain (see Note 16);
|
•
|
On November 30, 2018, we sold our Bakken saltwater disposal business and recorded a gain (see Note 16);
|
•
|
On July 10, 2018, we sold virtually all of our remaining Retail Propane segment and recorded a gain (see Note 17);
|
•
|
On May 3, 2018, we sold our previously held interest in E Energy Adams, LLC and recorded a gain (see Note 2); and
|
•
|
During fiscal year 2019, we repurchased a portion of our 2019 Notes and 2023 Notes and redeemed the outstanding 2019 Notes and 2021 Notes and recorded a loss on the early extinguishment of these notes (see Note 8).
|
•
|
On March 30, 2018, we sold a portion of our Retail Propane segment to DCC and recorded a gain (see Note 17);
|
•
|
On March 30, 2018, we closed the joint venture related to Sawtooth and sold a portion of our interest in Sawtooth (see Note 16);
|
•
|
On December 22, 2017, we sold our previously held interest in Glass Mountain (see Note 16);
|
•
|
During the second quarter of fiscal year 2018, we recorded a goodwill impairment charge related to Sawtooth (see Note 6);
|
•
|
During fiscal year 2018, we repurchased a portion of our 2019 Notes, 2023 Notes and 2025 Notes and recorded a net gain on the early extinguishment of these notes (see Note 8); and
|
•
|
During the first and third quarters of fiscal year 2018, we repurchased a portion of and then all of the remaining outstanding Senior Secured Notes and recorded a loss on the early extinguishment of these notes (see Note 8).
|
|
|
March 31, 2019
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
12,798
|
|
|
$
|
—
|
|
|
$
|
3,728
|
|
|
$
|
2,046
|
|
|
$
|
—
|
|
|
$
|
18,572
|
|
Accounts receivable-trade, net of allowance for doubtful accounts
|
|
—
|
|
|
—
|
|
|
996,192
|
|
|
2,011
|
|
|
—
|
|
|
998,203
|
|
||||||
Accounts receivable-affiliates
|
|
—
|
|
|
—
|
|
|
12,867
|
|
|
—
|
|
|
—
|
|
|
12,867
|
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
251,736
|
|
|
1,034
|
|
|
—
|
|
|
252,770
|
|
||||||
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
142,336
|
|
|
475
|
|
|
—
|
|
|
142,811
|
|
||||||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
387,450
|
|
|
—
|
|
|
—
|
|
|
387,450
|
|
||||||
Total current assets
|
|
12,798
|
|
|
—
|
|
|
1,794,309
|
|
|
5,566
|
|
|
—
|
|
|
1,812,673
|
|
||||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
|
|
—
|
|
|
—
|
|
|
1,620,084
|
|
|
208,856
|
|
|
—
|
|
|
1,828,940
|
|
||||||
GOODWILL
|
|
—
|
|
|
—
|
|
|
1,107,974
|
|
|
5,175
|
|
|
—
|
|
|
1,113,149
|
|
||||||
INTANGIBLE ASSETS, net of accumulated amortization
|
|
—
|
|
|
—
|
|
|
725,542
|
|
|
75,347
|
|
|
—
|
|
|
800,889
|
|
||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
—
|
|
|
—
|
|
|
1,127
|
|
|
—
|
|
|
—
|
|
|
1,127
|
|
||||||
NET INTERCOMPANY RECEIVABLES (PAYABLES)
|
|
862,186
|
|
|
—
|
|
|
(808,610
|
)
|
|
(53,576
|
)
|
|
—
|
|
|
—
|
|
||||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES
|
|
2,503,848
|
|
|
—
|
|
|
170,690
|
|
|
—
|
|
|
(2,674,538
|
)
|
|
—
|
|
||||||
OTHER NONCURRENT ASSETS
|
|
—
|
|
|
—
|
|
|
113,857
|
|
|
—
|
|
|
—
|
|
|
113,857
|
|
||||||
ASSETS HELD FOR SALE
|
|
—
|
|
|
—
|
|
|
231,858
|
|
|
—
|
|
|
—
|
|
|
231,858
|
|
||||||
Total assets
|
|
$
|
3,378,832
|
|
|
$
|
—
|
|
|
$
|
4,956,831
|
|
|
$
|
241,368
|
|
|
$
|
(2,674,538
|
)
|
|
$
|
5,902,493
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
872,122
|
|
|
$
|
6,941
|
|
|
$
|
—
|
|
|
$
|
879,063
|
|
Accounts payable-affiliates
|
|
1
|
|
|
—
|
|
|
28,468
|
|
|
—
|
|
|
—
|
|
|
28,469
|
|
||||||
Accrued expenses and other payables
|
|
25,497
|
|
|
—
|
|
|
164,737
|
|
|
1,497
|
|
|
—
|
|
|
191,731
|
|
||||||
Advance payments received from customers
|
|
—
|
|
|
—
|
|
|
7,550
|
|
|
911
|
|
|
—
|
|
|
8,461
|
|
||||||
Current maturities of long-term debt
|
|
—
|
|
|
—
|
|
|
648
|
|
|
—
|
|
|
—
|
|
|
648
|
|
||||||
Liabilities held for sale
|
|
—
|
|
|
—
|
|
|
142,781
|
|
|
—
|
|
|
—
|
|
|
142,781
|
|
||||||
Total current liabilities
|
|
25,498
|
|
|
—
|
|
|
1,216,306
|
|
|
9,349
|
|
|
—
|
|
|
1,251,153
|
|
||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
|
984,450
|
|
|
—
|
|
|
1,175,683
|
|
|
—
|
|
|
—
|
|
|
2,160,133
|
|
||||||
OTHER NONCURRENT LIABILITIES
|
|
—
|
|
|
—
|
|
|
60,994
|
|
|
2,581
|
|
|
—
|
|
|
63,575
|
|
||||||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS
|
|
149,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,814
|
|
||||||
EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partners’ equity
|
|
2,219,070
|
|
|
—
|
|
|
2,503,848
|
|
|
229,693
|
|
|
(2,733,286
|
)
|
|
2,219,325
|
|
||||||
Accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(255
|
)
|
|
—
|
|
|
(255
|
)
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,748
|
|
|
58,748
|
|
||||||
Total equity
|
|
2,219,070
|
|
|
—
|
|
|
2,503,848
|
|
|
229,438
|
|
|
(2,674,538
|
)
|
|
2,277,818
|
|
||||||
Total liabilities and equity
|
|
$
|
3,378,832
|
|
|
$
|
—
|
|
|
$
|
4,956,831
|
|
|
$
|
241,368
|
|
|
$
|
(2,674,538
|
)
|
|
$
|
5,902,493
|
|
|
|
March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
16,915
|
|
|
$
|
—
|
|
|
$
|
3,329
|
|
|
$
|
1,850
|
|
|
$
|
—
|
|
|
$
|
22,094
|
|
Accounts receivable-trade, net of allowance for doubtful accounts
|
|
—
|
|
|
—
|
|
|
815,404
|
|
|
5,148
|
|
|
—
|
|
|
820,552
|
|
||||||
Accounts receivable-affiliates
|
|
—
|
|
|
—
|
|
|
4,772
|
|
|
—
|
|
|
—
|
|
|
4,772
|
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
324,117
|
|
|
325
|
|
|
—
|
|
|
324,442
|
|
||||||
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
100,365
|
|
|
431
|
|
|
—
|
|
|
100,796
|
|
||||||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
500,298
|
|
|
26,804
|
|
|
—
|
|
|
527,102
|
|
||||||
Total current assets
|
|
16,915
|
|
|
—
|
|
|
1,748,285
|
|
|
34,558
|
|
|
—
|
|
|
1,799,758
|
|
||||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
|
|
—
|
|
|
—
|
|
|
1,365,174
|
|
|
147,112
|
|
|
—
|
|
|
1,512,286
|
|
||||||
GOODWILL
|
|
—
|
|
|
—
|
|
|
1,095,963
|
|
|
77,260
|
|
|
—
|
|
|
1,173,223
|
|
||||||
INTANGIBLE ASSETS, net of accumulated amortization
|
|
—
|
|
|
—
|
|
|
691,382
|
|
|
83,705
|
|
|
—
|
|
|
775,087
|
|
||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
—
|
|
|
—
|
|
|
17,236
|
|
|
—
|
|
|
—
|
|
|
17,236
|
|
||||||
NET INTERCOMPANY RECEIVABLES (PAYABLES)
|
|
2,110,940
|
|
|
—
|
|
|
(2,121,741
|
)
|
|
10,801
|
|
|
—
|
|
|
—
|
|
||||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES
|
|
1,703,327
|
|
|
—
|
|
|
244,109
|
|
|
—
|
|
|
(1,947,436
|
)
|
|
—
|
|
||||||
LOAN RECEIVABLE-AFFILIATE
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
||||||
OTHER NONCURRENT ASSETS
|
|
—
|
|
|
—
|
|
|
202,954
|
|
|
—
|
|
|
—
|
|
|
202,954
|
|
||||||
ASSETS HELD FOR SALE
|
|
—
|
|
|
—
|
|
|
669,378
|
|
|
—
|
|
|
—
|
|
|
669,378
|
|
||||||
Total assets
|
|
$
|
3,831,182
|
|
|
$
|
—
|
|
|
$
|
3,913,940
|
|
|
$
|
353,436
|
|
|
$
|
(1,947,436
|
)
|
|
$
|
6,151,122
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
778,965
|
|
|
$
|
2,232
|
|
|
$
|
—
|
|
|
$
|
781,197
|
|
Accounts payable-affiliates
|
|
1
|
|
|
—
|
|
|
1,253
|
|
|
—
|
|
|
—
|
|
|
1,254
|
|
||||||
Accrued expenses and other payables
|
|
41,104
|
|
|
—
|
|
|
118,553
|
|
|
1,285
|
|
|
—
|
|
|
160,942
|
|
||||||
Advance payments received from customers
|
|
—
|
|
|
—
|
|
|
4,022
|
|
|
3,867
|
|
|
—
|
|
|
7,889
|
|
||||||
Current maturities of long-term debt
|
|
—
|
|
|
—
|
|
|
646
|
|
|
—
|
|
|
—
|
|
|
646
|
|
||||||
Liabilities held for sale
|
|
—
|
|
|
—
|
|
|
151,940
|
|
|
12,514
|
|
|
—
|
|
|
164,454
|
|
||||||
Total current liabilities
|
|
41,105
|
|
|
—
|
|
|
1,055,379
|
|
|
19,898
|
|
|
—
|
|
|
1,116,382
|
|
||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
|
1,704,909
|
|
|
—
|
|
|
974,831
|
|
|
—
|
|
|
—
|
|
|
2,679,740
|
|
||||||
OTHER NONCURRENT LIABILITIES
|
|
—
|
|
|
—
|
|
|
167,588
|
|
|
5,926
|
|
|
—
|
|
|
173,514
|
|
||||||
NONCURRENT LIABILITIES HELD FOR SALE
|
|
—
|
|
|
—
|
|
|
2,888
|
|
|
—
|
|
|
—
|
|
|
2,888
|
|
||||||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS
|
|
82,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,576
|
|
||||||
REDEEMABLE NONCONTROLLING INTEREST HELD FOR SALE
|
|
—
|
|
|
—
|
|
|
9,927
|
|
|
—
|
|
|
—
|
|
|
9,927
|
|
||||||
EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partners’ equity
|
|
2,002,592
|
|
|
—
|
|
|
1,704,896
|
|
|
327,858
|
|
|
(2,030,939
|
)
|
|
2,004,407
|
|
||||||
Accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,569
|
)
|
|
(246
|
)
|
|
—
|
|
|
(1,815
|
)
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,503
|
|
|
83,503
|
|
||||||
Total equity
|
|
2,002,592
|
|
|
—
|
|
|
1,703,327
|
|
|
327,612
|
|
|
(1,947,436
|
)
|
|
2,086,095
|
|
||||||
Total liabilities and equity
|
|
$
|
3,831,182
|
|
|
$
|
—
|
|
|
$
|
3,913,940
|
|
|
$
|
353,436
|
|
|
$
|
(1,947,436
|
)
|
|
$
|
6,151,122
|
|
|
|
Year Ended March 31, 2019
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,797,060
|
|
|
$
|
27,542
|
|
|
$
|
(3,982
|
)
|
|
$
|
17,820,620
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
17,165,233
|
|
|
1,024
|
|
|
(3,982
|
)
|
|
17,162,275
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
219,845
|
|
|
13,468
|
|
|
—
|
|
|
233,313
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
106,595
|
|
|
812
|
|
|
—
|
|
|
107,407
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
201,513
|
|
|
10,460
|
|
|
—
|
|
|
211,973
|
|
||||||
(Gain) loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(31,924
|
)
|
|
66,220
|
|
|
—
|
|
|
34,296
|
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
(5,373
|
)
|
|
—
|
|
|
—
|
|
|
(5,373
|
)
|
||||||
Operating Income (Loss)
|
|
—
|
|
|
—
|
|
|
141,171
|
|
|
(64,442
|
)
|
|
—
|
|
|
76,729
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
2,533
|
|
|
—
|
|
|
—
|
|
|
2,533
|
|
||||||
Interest expense
|
|
(104,716
|
)
|
|
—
|
|
|
(60,008
|
)
|
|
(46
|
)
|
|
45
|
|
|
(164,725
|
)
|
||||||
Loss on early extinguishment of liabilities, net
|
|
(12,340
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,340
|
)
|
||||||
Other expense, net
|
|
—
|
|
|
—
|
|
|
(30,183
|
)
|
|
—
|
|
|
(231
|
)
|
|
(30,414
|
)
|
||||||
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(117,056
|
)
|
|
—
|
|
|
53,513
|
|
|
(64,488
|
)
|
|
(186
|
)
|
|
(128,217
|
)
|
||||||
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(1,233
|
)
|
|
—
|
|
|
—
|
|
|
(1,233
|
)
|
||||||
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
477,103
|
|
|
—
|
|
|
(44,865
|
)
|
|
—
|
|
|
(432,238
|
)
|
|
—
|
|
||||||
Income (Loss) From Continuing Operations
|
|
360,047
|
|
|
—
|
|
|
7,415
|
|
|
(64,488
|
)
|
|
(432,424
|
)
|
|
(129,450
|
)
|
||||||
Income (Loss) From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
469,688
|
|
|
(1,029
|
)
|
|
186
|
|
|
468,845
|
|
||||||
Net Income (Loss)
|
|
360,047
|
|
|
—
|
|
|
477,103
|
|
|
(65,517
|
)
|
|
(432,238
|
)
|
|
339,395
|
|
||||||
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
20,206
|
|
|
20,206
|
|
||||||||||
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
446
|
|
|
446
|
|
||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNER LP
|
|
$
|
360,047
|
|
|
$
|
—
|
|
|
$
|
477,103
|
|
|
$
|
(65,517
|
)
|
|
$
|
(411,586
|
)
|
|
$
|
360,047
|
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,352,310
|
|
|
$
|
19,954
|
|
|
$
|
(1,492
|
)
|
|
$
|
10,370,772
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
9,702,870
|
|
|
1,491
|
|
|
(1,492
|
)
|
|
9,702,869
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
187,076
|
|
|
7,020
|
|
|
—
|
|
|
194,096
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
97,402
|
|
|
577
|
|
|
—
|
|
|
97,979
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
197,497
|
|
|
10,901
|
|
|
—
|
|
|
208,398
|
|
||||||
(Gain) loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(133,993
|
)
|
|
116,875
|
|
|
—
|
|
|
(17,118
|
)
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
20,124
|
|
|
592
|
|
|
—
|
|
|
20,716
|
|
||||||
Operating Income (Loss)
|
|
—
|
|
|
—
|
|
|
281,334
|
|
|
(117,502
|
)
|
|
—
|
|
|
163,832
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
7,539
|
|
|
—
|
|
|
—
|
|
|
7,539
|
|
||||||
Interest expense
|
|
(142,159
|
)
|
|
—
|
|
|
(56,990
|
)
|
|
(46
|
)
|
|
45
|
|
|
(199,150
|
)
|
||||||
Loss on early extinguishment of liabilities, net
|
|
(23,201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,201
|
)
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
7,152
|
|
|
19
|
|
|
(819
|
)
|
|
6,352
|
|
||||||
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(165,360
|
)
|
|
—
|
|
|
239,035
|
|
|
(117,529
|
)
|
|
(774
|
)
|
|
(44,628
|
)
|
||||||
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(1,353
|
)
|
|
—
|
|
|
—
|
|
|
(1,353
|
)
|
||||||
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
94,485
|
|
|
—
|
|
|
(116,224
|
)
|
|
—
|
|
|
21,739
|
|
|
—
|
|
||||||
(Loss) Income From Continuing Operations
|
|
(70,875
|
)
|
|
—
|
|
|
121,458
|
|
|
(117,529
|
)
|
|
20,965
|
|
|
(45,981
|
)
|
||||||
(Loss) Income From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
(26,973
|
)
|
|
2,575
|
|
|
774
|
|
|
(23,624
|
)
|
||||||
Net (Loss) Income
|
|
(70,875
|
)
|
|
—
|
|
|
94,485
|
|
|
(114,954
|
)
|
|
21,739
|
|
|
(69,605
|
)
|
||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(240
|
)
|
|
(240
|
)
|
||||||||||
LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(1,030
|
)
|
|
(1,030
|
)
|
||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,485
|
|
|
$
|
(114,954
|
)
|
|
$
|
20,469
|
|
|
$
|
(70,875
|
)
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,458,673
|
|
|
$
|
19,639
|
|
|
$
|
(790
|
)
|
|
$
|
7,477,522
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
6,997,434
|
|
|
533
|
|
|
(790
|
)
|
|
6,997,177
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
167,096
|
|
|
6,527
|
|
|
—
|
|
|
173,623
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
100,436
|
|
|
403
|
|
|
—
|
|
|
100,839
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
172,172
|
|
|
7,441
|
|
|
—
|
|
|
179,613
|
|
||||||
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(208,982
|
)
|
|
—
|
|
|
—
|
|
|
(208,982
|
)
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
6,305
|
|
|
412
|
|
|
—
|
|
|
6,717
|
|
||||||
Operating Income
|
|
—
|
|
|
—
|
|
|
224,212
|
|
|
4,323
|
|
|
—
|
|
|
228,535
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
3,830
|
|
|
—
|
|
|
—
|
|
|
3,830
|
|
||||||
Revaluation of investments
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
||||||
Interest expense
|
|
(91,259
|
)
|
|
—
|
|
|
(58,214
|
)
|
|
(174
|
)
|
|
46
|
|
|
(149,601
|
)
|
||||||
Gain on early extinguishment of liabilities, net
|
|
8,507
|
|
|
—
|
|
|
16,220
|
|
|
—
|
|
|
—
|
|
|
24,727
|
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
27,013
|
|
|
—
|
|
|
(593
|
)
|
|
26,420
|
|
||||||
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(82,752
|
)
|
|
—
|
|
|
198,696
|
|
|
4,149
|
|
|
(547
|
)
|
|
119,546
|
|
||||||
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(1,933
|
)
|
|
—
|
|
|
—
|
|
|
(1,933
|
)
|
||||||
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
219,794
|
|
|
—
|
|
|
(1,336
|
)
|
|
—
|
|
|
(218,458
|
)
|
|
—
|
|
||||||
Income From Continuing Operations
|
|
137,042
|
|
|
—
|
|
|
195,427
|
|
|
4,149
|
|
|
(219,005
|
)
|
|
117,613
|
|
||||||
Income From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
24,367
|
|
|
1,347
|
|
|
547
|
|
|
26,261
|
|
||||||
Net Income
|
|
137,042
|
|
|
—
|
|
|
219,794
|
|
|
5,496
|
|
|
(218,458
|
)
|
|
143,874
|
|
||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(6,832
|
)
|
|
(6,832
|
)
|
||||||||||
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
219,794
|
|
|
$
|
5,496
|
|
|
$
|
(225,290
|
)
|
|
$
|
137,042
|
|
|
|
Year Ended March 31, 2019
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
360,047
|
|
|
$
|
—
|
|
|
$
|
477,103
|
|
|
$
|
(65,517
|
)
|
|
$
|
(432,238
|
)
|
|
$
|
339,395
|
|
Other comprehensive (loss) income
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
9
|
|
|
—
|
|
|
(9
|
)
|
||||||
Comprehensive income (loss)
|
|
$
|
360,047
|
|
|
$
|
—
|
|
|
$
|
477,085
|
|
|
$
|
(65,508
|
)
|
|
$
|
(432,238
|
)
|
|
$
|
339,386
|
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) income
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,485
|
|
|
$
|
(114,954
|
)
|
|
$
|
21,739
|
|
|
$
|
(69,605
|
)
|
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(45
|
)
|
|
—
|
|
|
13
|
|
||||||
Comprehensive (loss) income
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,543
|
|
|
$
|
(114,999
|
)
|
|
$
|
21,739
|
|
|
$
|
(69,592
|
)
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
219,794
|
|
|
$
|
5,496
|
|
|
$
|
(218,458
|
)
|
|
$
|
143,874
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,626
|
)
|
|
(45
|
)
|
|
—
|
|
|
(1,671
|
)
|
||||||
Comprehensive income
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
218,168
|
|
|
$
|
5,451
|
|
|
$
|
(218,458
|
)
|
|
$
|
142,203
|
|
|
|
Year Ended March 31, 2019
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities-continuing operations
|
|
$
|
(116,033
|
)
|
|
$
|
—
|
|
|
$
|
285,958
|
|
|
$
|
(27,551
|
)
|
|
$
|
(186
|
)
|
|
$
|
142,188
|
|
Net cash provided by operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
191,841
|
|
|
3,221
|
|
|
—
|
|
|
195,062
|
|
||||||
Net cash (used in) provided by operating activities
|
|
(116,033
|
)
|
|
—
|
|
|
477,799
|
|
|
(24,330
|
)
|
|
(186
|
)
|
|
337,250
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(414,522
|
)
|
|
(41,064
|
)
|
|
—
|
|
|
(455,586
|
)
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(296,687
|
)
|
|
(3,927
|
)
|
|
—
|
|
|
(300,614
|
)
|
||||||
Net settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
9,009
|
|
|
—
|
|
|
—
|
|
|
9,009
|
|
||||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
16,177
|
|
|
—
|
|
|
—
|
|
|
16,177
|
|
||||||
Proceeds from divestitures of businesses and investments, net
|
|
—
|
|
|
—
|
|
|
335,809
|
|
|
—
|
|
|
—
|
|
|
335,809
|
|
||||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(389
|
)
|
|
—
|
|
|
—
|
|
|
(389
|
)
|
||||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
1,440
|
|
|
—
|
|
|
—
|
|
|
1,440
|
|
||||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
10,336
|
|
|
—
|
|
|
—
|
|
|
10,336
|
|
||||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(1,515
|
)
|
|
—
|
|
|
—
|
|
|
(1,515
|
)
|
||||||
Net cash used in investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
(340,342
|
)
|
|
(44,991
|
)
|
|
—
|
|
|
(385,333
|
)
|
||||||
Net cash provided by investing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
831,824
|
|
|
6,982
|
|
|
—
|
|
|
838,806
|
|
||||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
—
|
|
|
491,482
|
|
|
(38,009
|
)
|
|
—
|
|
|
453,473
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
4,098,500
|
|
|
—
|
|
|
—
|
|
|
4,098,500
|
|
||||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(3,897,000
|
)
|
|
—
|
|
|
—
|
|
|
(3,897,000
|
)
|
||||||
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(737,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(737,058
|
)
|
||||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(653
|
)
|
|
—
|
|
|
—
|
|
|
(653
|
)
|
||||||
Debt issuance costs
|
|
(30
|
)
|
|
—
|
|
|
(1,353
|
)
|
|
—
|
|
|
—
|
|
|
(1,383
|
)
|
||||||
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
169
|
|
||||||
Distributions to general and common unit partners and preferred unitholders
|
|
(236,633
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236,633
|
)
|
||||||
Repurchase of warrants
|
|
(14,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
||||||
Common unit repurchases and cancellations
|
|
(297
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
||||||
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(4,577
|
)
|
|
—
|
|
|
—
|
|
|
(4,577
|
)
|
||||||
Net changes in advances with consolidated entities
|
|
1,100,922
|
|
|
—
|
|
|
(1,163,504
|
)
|
|
62,396
|
|
|
186
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities-continuing operations
|
|
111,916
|
|
|
—
|
|
|
(968,587
|
)
|
|
62,565
|
|
|
186
|
|
|
(793,920
|
)
|
||||||
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
(30
|
)
|
|
—
|
|
|
(325
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
111,916
|
|
|
—
|
|
|
(968,882
|
)
|
|
62,535
|
|
|
186
|
|
|
(794,245
|
)
|
||||||
Net (decrease) increase in cash and cash equivalents
|
|
(4,117
|
)
|
|
—
|
|
|
399
|
|
|
196
|
|
|
—
|
|
|
(3,522
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
|
16,915
|
|
|
—
|
|
|
3,329
|
|
|
1,850
|
|
|
—
|
|
|
22,094
|
|
||||||
Cash and cash equivalents, end of period
|
|
$
|
12,798
|
|
|
$
|
—
|
|
|
$
|
3,728
|
|
|
$
|
2,046
|
|
|
$
|
—
|
|
|
$
|
18,572
|
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities-continuing operations
|
|
$
|
(141,967
|
)
|
|
$
|
—
|
|
|
$
|
311,105
|
|
|
$
|
9,411
|
|
|
$
|
(774
|
)
|
|
$
|
177,775
|
|
Net cash (used in) provided by operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(43,289
|
)
|
|
3,481
|
|
|
—
|
|
|
(39,808
|
)
|
||||||
Net cash (used in) provided by operating activities
|
|
(141,967
|
)
|
|
—
|
|
|
267,816
|
|
|
12,892
|
|
|
(774
|
)
|
|
137,967
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(130,760
|
)
|
|
(3,001
|
)
|
|
—
|
|
|
(133,761
|
)
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
3,100
|
|
|
(22,997
|
)
|
|
—
|
|
|
(19,897
|
)
|
||||||
Net settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
(38,673
|
)
|
|
—
|
|
|
—
|
|
|
(38,673
|
)
|
||||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
33,844
|
|
|
—
|
|
|
—
|
|
|
33,844
|
|
||||||
Proceeds from divestitures of businesses and investments, net
|
|
—
|
|
|
—
|
|
|
292,112
|
|
|
37,668
|
|
|
—
|
|
|
329,780
|
|
||||||
Transaction with Victory Propane (Note 13)
|
|
—
|
|
|
—
|
|
|
(6,424
|
)
|
|
—
|
|
|
—
|
|
|
(6,424
|
)
|
||||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(21,465
|
)
|
|
—
|
|
|
—
|
|
|
(21,465
|
)
|
||||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
11,969
|
|
|
—
|
|
|
—
|
|
|
11,969
|
|
||||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
10,052
|
|
|
—
|
|
|
—
|
|
|
10,052
|
|
||||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(2,510
|
)
|
|
—
|
|
|
—
|
|
|
(2,510
|
)
|
||||||
Repayments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
4,160
|
|
|
—
|
|
|
—
|
|
|
4,160
|
|
||||||
Net cash provided by investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
155,405
|
|
|
11,670
|
|
|
—
|
|
|
167,075
|
|
||||||
Net cash provided by (used in) investing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
104,226
|
|
|
(719
|
)
|
|
—
|
|
|
103,507
|
|
||||||
Net cash provided by investing activities
|
|
—
|
|
|
—
|
|
|
259,631
|
|
|
10,951
|
|
|
—
|
|
|
270,582
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
2,434,500
|
|
|
—
|
|
|
—
|
|
|
2,434,500
|
|
||||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,279,500
|
)
|
|
—
|
|
|
—
|
|
|
(2,279,500
|
)
|
||||||
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(486,699
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(486,699
|
)
|
||||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(877
|
)
|
|
—
|
|
|
—
|
|
|
(877
|
)
|
||||||
Debt issuance costs
|
|
(692
|
)
|
|
—
|
|
|
(2,008
|
)
|
|
—
|
|
|
—
|
|
|
(2,700
|
)
|
||||||
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Distributions to general and common unit partners and preferred unitholders
|
|
(225,067
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225,067
|
)
|
||||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,082
|
)
|
|
—
|
|
|
(3,082
|
)
|
||||||
Proceeds from sale of preferred units, net of offering costs
|
|
202,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,731
|
|
||||||
Repurchase of warrants
|
|
(10,549
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
||||||
Common unit repurchases and cancellations
|
|
(15,817
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,817
|
)
|
||||||
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(3,408
|
)
|
|
—
|
|
|
—
|
|
|
(3,408
|
)
|
||||||
Net changes in advances with consolidated entities
|
|
688,718
|
|
|
—
|
|
|
(669,452
|
)
|
|
(20,040
|
)
|
|
774
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities-continuing operations
|
|
152,625
|
|
|
—
|
|
|
(520,745
|
)
|
|
(23,099
|
)
|
|
774
|
|
|
(390,445
|
)
|
||||||
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(3,446
|
)
|
|
(390
|
)
|
|
—
|
|
|
(3,836
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
152,625
|
|
|
—
|
|
|
(524,191
|
)
|
|
(23,489
|
)
|
|
774
|
|
|
(394,281
|
)
|
||||||
Net increase in cash and cash equivalents
|
|
10,658
|
|
|
—
|
|
|
3,256
|
|
|
354
|
|
|
—
|
|
|
14,268
|
|
||||||
Cash and cash equivalents, beginning of period
|
|
6,257
|
|
|
—
|
|
|
73
|
|
|
1,496
|
|
|
—
|
|
|
7,826
|
|
||||||
Cash and cash equivalents, end of period
|
|
$
|
16,915
|
|
|
$
|
—
|
|
|
$
|
3,329
|
|
|
$
|
1,850
|
|
|
$
|
—
|
|
|
$
|
22,094
|
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities-continuing operations
|
|
$
|
(749,250
|
)
|
|
$
|
—
|
|
|
$
|
728,598
|
|
|
$
|
16,675
|
|
|
$
|
(547
|
)
|
|
$
|
(4,524
|
)
|
Net cash (used in) provided by operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(25,543
|
)
|
|
5,029
|
|
|
—
|
|
|
(20,514
|
)
|
||||||
Net cash (used in) provided by operating activities
|
|
(749,250
|
)
|
|
—
|
|
|
703,055
|
|
|
21,704
|
|
|
(547
|
)
|
|
(25,038
|
)
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(296,395
|
)
|
|
(6,367
|
)
|
|
—
|
|
|
(302,762
|
)
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(41,928
|
)
|
|
—
|
|
|
—
|
|
|
(41,928
|
)
|
||||||
Net settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
6,648
|
|
|
—
|
|
|
—
|
|
|
6,648
|
|
||||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
28,232
|
|
|
—
|
|
|
—
|
|
|
28,232
|
|
||||||
Proceeds from divestitures of businesses and investments, net
|
|
—
|
|
|
—
|
|
|
112,370
|
|
|
22,000
|
|
|
—
|
|
|
134,370
|
|
||||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(2,105
|
)
|
|
—
|
|
|
—
|
|
|
(2,105
|
)
|
||||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
9,692
|
|
|
—
|
|
|
—
|
|
|
9,692
|
|
||||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
8,916
|
|
|
—
|
|
|
—
|
|
|
8,916
|
|
||||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(3,200
|
)
|
|
—
|
|
|
—
|
|
|
(3,200
|
)
|
||||||
Repayments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
655
|
|
|
—
|
|
|
—
|
|
|
655
|
|
||||||
Payment to terminate development agreement
|
|
—
|
|
|
—
|
|
|
(16,875
|
)
|
|
—
|
|
|
—
|
|
|
(16,875
|
)
|
||||||
Net cash (used in) provided by investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
(193,990
|
)
|
|
15,633
|
|
|
—
|
|
|
(178,357
|
)
|
||||||
Net cash used in investing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(172,371
|
)
|
|
(12,398
|
)
|
|
—
|
|
|
(184,769
|
)
|
||||||
Net cash (used in) provided by investing activities
|
|
—
|
|
|
—
|
|
|
(366,361
|
)
|
|
3,235
|
|
|
—
|
|
|
(363,126
|
)
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
1,700,000
|
|
|
—
|
|
|
—
|
|
|
1,700,000
|
|
||||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,733,500
|
)
|
|
—
|
|
|
—
|
|
|
(2,733,500
|
)
|
||||||
Issuance of senior unsecured notes
|
|
1,200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,200,000
|
|
||||||
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(21,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,193
|
)
|
||||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(46,153
|
)
|
|
—
|
|
|
—
|
|
|
(46,153
|
)
|
||||||
Debt issuance costs
|
|
(21,868
|
)
|
|
—
|
|
|
(11,690
|
)
|
|
—
|
|
|
—
|
|
|
(33,558
|
)
|
||||||
Contributions from general partner
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
672
|
|
|
—
|
|
|
672
|
|
||||||
Distributions to general and common unit partners and preferred unitholders
|
|
(181,581
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,581
|
)
|
||||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,292
|
)
|
|
—
|
|
|
(3,292
|
)
|
||||||
Proceeds from sale of preferred units, net of offering costs
|
|
234,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234,975
|
|
||||||
Proceeds from sale of common units, net of offering costs
|
|
287,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287,136
|
|
||||||
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(28,468
|
)
|
|
—
|
|
|
—
|
|
|
(28,468
|
)
|
||||||
Net changes in advances with consolidated entities
|
|
(767,760
|
)
|
|
—
|
|
|
788,334
|
|
|
(21,121
|
)
|
|
547
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities-continuing operations
|
|
729,758
|
|
|
—
|
|
|
(331,477
|
)
|
|
(23,741
|
)
|
|
547
|
|
|
375,087
|
|
||||||
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(3,443
|
)
|
|
(190
|
)
|
|
—
|
|
|
(3,633
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
729,758
|
|
|
—
|
|
|
(334,920
|
)
|
|
(23,931
|
)
|
|
547
|
|
|
371,454
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
|
(19,492
|
)
|
|
—
|
|
|
1,774
|
|
|
1,008
|
|
|
—
|
|
|
(16,710
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
|
25,749
|
|
|
—
|
|
|
(1,701
|
)
|
|
488
|
|
|
—
|
|
|
24,536
|
|
||||||
Cash and cash equivalents, end of period
|
|
$
|
6,257
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
|
$
|
7,826
|
|